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Corporate Identity No. (CIN): L24239MH1939PLC002893 Registered Office: Bombay House, 24 Homi Mody Street, Fort, Mumbai 400001

Tel No.: +91 22 6665 8282 Fax No.: +91 22 6665 8144 Email: investors@tatachemicals.com Website: www.tatachemicals.com

NOTICE TO EQUITY SHAREHOLDERSMEETING OF THE EQUITY SHAREHOLDERS OF TATA CHEMICALS LIMITED CONVENED PURSUANT TO

THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

Day Monday

Date May 8, 2017

Time 3.00 p.m.

Venue Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Marine Lines, Mumbai 400020

POSTAL BALLOT AND E-VOTING

Commencing on Saturday – April 8, 2017 (9.00 a.m. IST)

Ending on Sunday – May 7, 2017 (5.00 p.m. IST)

Sr. No. Contents Page No.

1. Notice of Meeting of the Equity Shareholders of Tata Chemicals Limited convened as per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench

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2. Explanatory Statement under Section 230(3) read with Section 102 and other applicable provisions of the Companies Act, 2013

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3. Scheme of Arrangement under Sections 230-232 of the Companies Act, 2013 - Annexure A 31

4. Valuation Report dated August 10, 2016 of SSPA & Co., Chartered Accountants - Annexure B 71

5. Fairness Opinion dated August 10, 2016 of Kotak Mahindra Capital Company Limited - Annexure C 78

6. Observation Letter dated November 16, 2016 from BSE Limited - Annexure D 81

7. Observation Letter dated November 16, 2016 from the National Stock Exchange of India Limited - Annexure E

82

8. Complaints Report dated October 4, 2016 filed with BSE Limited and the National Stock Exchange of India Limited - Annexure F

84

9. Letter from the Competition Commission of India dated November 16, 2016 - Annexure G 86

10. Unaudited provisional financial statements of the Applicant Company as on December 31, 2016 and the Transferee Company as on December 31, 2016 - Annexure H

87

11. Report adopted by the Board of Directors of the Applicant Company as required under Section 232(2)(c) of the Companies Act, 2013 - Annexure I

99

12. Form of Proxy 101

13. Attendance Slip 103

14. Postal Ballot Form with instructions and Business Reply Envelope Loose leaf insertion

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,BENCH AT MUMBAI

COMPANY SCHEME APPLICATION NO. 186 OF 2017

In the matter of the Companies Act, 2013;

And

In the matter of Application under Sections 230-232 read with other relevant provisions of the Companies Act, 2013;

And

In the matter of Scheme of Arrangement between Tata Chemicals Limited (“Applicant Company” or “Transferor Company” or “Company”) and Yara Fertilisers India Private Limited (“Transferee Company”) and their respective shareholders and creditors.

Tata Chemicals Limited [CIN: L24239MH1939PLC002893], a company incorporated under the Indian Companies Act, 1913 having its registered office at Bombay House, 24 Homi Mody Street, Fort, Mumbai 400001

) ) ) ) … Applicant Company

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF TATA CHEMICALS LIMITED, THE APPLICANT COMPANY

To,The Equity Shareholders of Tata Chemicals Limited

TAKE NOTICE that by an Order made on March 1, 2017 in the above mentioned Company Scheme Application (the “Order”), the Hon’ble National Company Law Tribunal, Mumbai Bench (“Hon’ble Tribunal” or “NCLT”) has directed that a Meeting of the Equity Shareholders of the Applicant Company be convened and held at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Marine Lines, Mumbai 400020 on Monday, May 8, 2017 at 3.00 p.m. to consider, and, if thought fit, to approve with or without modification(s), the proposed Scheme of Arrangement between Tata Chemicals Limited (“Applicant Company” or “Transferor Company” or “Company”) and Yara Fertilisers India Private Limited (“Transferee Company”) and their respective Shareholders and Creditors (“Scheme”).

TAKE FURTHER NOTICE that in pursuance of the Order and as directed therein, a Meeting of the Equity Shareholders of the Applicant Company will be held at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Marine Lines, Mumbai 400020 on Monday, May 8, 2017 at 3.00 p.m. (the “Meeting”), at which place, day, date and time you are requested to attend.

TAKE FURTHER NOTICE that you may attend and vote at the Meeting in person or by proxy, provided that a proxy in the prescribed form, duly signed by you or your authorized representative, is deposited at the registered office of the Applicant Company at Bombay House, 24 Homi Mody Street, Fort, Mumbai 400001, not later than 48 hours before the scheduled time of the Meeting.

TAKE FURTHER NOTICE that copy of the Scheme, the Explanatory Statement under Section 230(3) read with Section 102 of the Companies Act, 2013, Form of Proxy, Attendance Slip, Postal Ballot Form and other annexures as stated in the Index are enclosed herewith. Copies of the Scheme and Statement under Section 230 of the Company Act, 2013 can be obtained free of charge at the registered office of the Applicant Company.

The Hon’ble Tribunal has appointed Mr. Bhaskar Bhat, Non-Executive Director of the Applicant Company or Mr. R. Mukundan, Managing Director of the Applicant Company to be the Chairman of the Meeting.

The above Scheme, if approved by the Equity Shareholders, will be subject to the subsequent approval of the Hon’ble Tribunal.

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In accordance with the applicable regulatory provisions, in addition to casting of votes on Poll at the Meeting, the Company has provided the Equity Shareholders with the facility for casting their votes either by way of postal ballot or by way of remote e-voting using facility offered by the National Securities Depository Limited (NSDL). The Shareholders may refer to the “Notes” to this Notice for further details on postal ballot and remote e-voting.

The Audit Committee and the Board of Directors of the Applicant Company at their respective Meetings held on August 10, 2016 have approved the Scheme, subject to approval by the requisite majority of the Shareholders and Creditors of the Applicant Company as may be required, and subject to the sanction of the Hon’ble National Company Law Tribunal, Mumbai Bench and of such other authorities as may be necessary.

The voting rights of Equity Shareholders shall be in proportion to their Equity Shareholding in the Company as on the close of business on Saturday, April 1, 2017 (“Cut-off Date”).

To consider and if thought fit to pass, with or without modification(s), and with requisite majority, the following resolution under Sections 230 to 232 of the Companies Act, 2013 (including any statutory modification(s) thereof for the time being in force):

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (including any statutory modification(s) thereof for the time being in force), and other applicable provisions of the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015 and subject to the approval of the Mumbai Bench of the Hon’ble National Company Law Tribunal, and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the Mumbai Bench of the Hon’ble National Company Law Tribunal or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Arrangement between Tata Chemicals Limited (“Applicant Company” or “Transferor Company” or “Company”) and Yara Fertilisers India Private Limited (“Transferee Company”) and their respective Shareholders and Creditors (“Scheme”) placed before this Meeting and initialled by the Chairman of the Meeting for the purpose of identification, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon’ble National Company Law Tribunal, Mumbai Bench while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.”

Sd/-Mr. Bhaskar Bhat

DIN : 00148778Chairman Appointed for the Meeting

Dated this the 1st day of April, 2017Place : Mumbai

Registered Office:Tata Chemicals LimitedBombay House,24 Homi Mody Street, Fort,Mumbai 400001Email: investors@tatachemicals.comWebsite: www.tatachemicals.com

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Notes:-

1. All alterations made in the Form of Proxy should be initialled.

2. Only registered Equity Shareholders of the Applicant Company may attend and vote (either in person or by proxy or by Authorised Representative under Section 113 of the Companies Act, 2013) at the Meeting. The Authorized Representative of a body corporate which is a registered Equity Shareholder of the Applicant Company may attend and vote at the Meeting provided a certified true copy of the resolution of the Board of Directors under Section 113 of the Companies Act, 2013 or other governing body of the body corporate authorizing such representative to attend and vote at the Equity Shareholders’ Meeting is deposited at the registered office of the Applicant Company not later than 48 hours before the schedule time of the Meeting.

3. A Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a Member of the Company. Proxies in order to be effective must be received by the Company not later than 48 hours before the schedule time of the Meeting.

4. A person can act as a proxy on behalf of Members not exceeding 50 (fifty) and holding in the aggregate not more than 10% of the total Share Capital of the Company carrying voting rights. A Member holding more than 10% of the total Share Capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as a proxy for any other person or Member.

5. It is further clarified that the Proxies can only vote on Poll at the Meeting and not through any other mode.

6. A Member or his/her Proxy is requested to bring the copy of the Notice to the Meeting and produce the Attendance slip, duly completed and signed, at the entrance of the Meeting venue.

7. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID number for easy identification of attendance at the Meeting.

8. Members are informed that in case of joint holders attending the Meeting, only such joint holder whose name stands first in the Register of Members of the Applicant Company/list of Beneficial Owners as received from NSDL /Central Depository Services (India) Limited in respect of such joint holding will be entitled to vote.

9. The Notice is being sent to all the Members whose names appear in the Register of Members/Beneficial Owners as per the details furnished by the Depositories as on April 1, 2017. This Notice of the NCLT Convened Meeting of Members of the Applicant Company is also displayed / posted on the website of the Applicant Company at www.tatachemicals.com and on the website of NSDL at www.evoting.nsdl.com.

10. In compliance with the provisions of (i) Section 230(4) read with Sections 108 and 110 of the Companies Act, 2013; (ii) Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014; (iii) Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and (iv) Secretarial Standards – 2 on General Meetings, the Company has also provided the facility to the Shareholders to cast their votes either by way of postal ballot or through remote e-voting facility arranged by NSDL, prior to the Meeting.

11. Member(s) can opt only for one mode of voting. If a Member has opted for remote e-voting, then he/she should not vote by postal ballot and vice-versa. However, in case Members cast their vote both through postal ballot and remote e-voting, then voting through remote e-voting shall prevail and voting done by postal ballot shall be treated as invalid.

12. It is clarified that votes may be cast by Shareholders either by postal ballot or e-voting and casting of votes by postal ballot or e-voting does not disentitle them from attending the Meeting. Shareholder after exercising his right to vote through postal ballot or e-voting shall not be allowed to vote again at the Meeting.

13. Voting rights shall be reckoned on the paid-up value of the shares registered in the name(s) of the Members on the cut-off date, i.e. April 1, 2017.

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14. The voting period for postal ballot and remote e-voting shall commence on and from Saturday, April 8, 2017 at 9.00 a.m. (IST) and end on Sunday, May 7, 2017 at 5.00 p.m. (IST).

15. A postal ballot form along with self-addressed postage pre-paid envelope is also enclosed. Members are requested to carefully read the instructions printed in the postal ballot form and return the form duly completed with assent (for) or dissent (against), in the attached Business Reply Envelope, so as to reach the Scrutinizer on or before May 7, 2017 at 5.00 p.m. (I.S.T).

16. Members who have received the Notice by e-mail and who wish to vote through postal ballot, can download the postal ballot form from the Company’s website www.tatachemicals.com. In case a Member is desirous of obtaining a printed duplicate postal ballot form, he or she may send an e-mail to tclballot2017@tsrdarashaw.com. The Registrar and Share Transfer Agent shall forward the same along with postage-prepaid self-addressed Business Reply Envelope to the Member.

17. No other form or photocopy of the postal ballot form is permitted.

18. As directed by the Hon’ble Tribunal, Mr. P. N. Parikh (Membership No. FCS 327) and failing him, Ms. Jigyasa Ved (Membership No. FCS 6488) of M/s. Parikh & Associates, Practicing Company Secretaries, shall act as Scrutinizer to scrutinize votes cast either electronically or on postal ballot or on Poll at the Meeting and submit a report on votes cast to the Chairman of the Meeting within 48 hours from the conclusion of the Meeting.

19. The result of the voting shall be announced by the Chairman of the Meeting on or before May 10, 2017, upon receipt of Scrutinizer’s report and same shall be displayed on the website of the Company at www.tatachemicals.com and on NSDL website at www.evoting.nsdl.com besides being sent to BSE Limited and National Stock Exchange of India Limited on the said date.

20. The particulars as required under Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 with regards to the postal ballot shall be published through an advertisement in the “Free Press Journal” in English language and “Navshakti” in the Marathi language, both having circulation in Mumbai.

21. In case of Equity Shares held by companies, trusts, societies, etc., the duly completed postal ballot form should be accompanied by a certified true copy of the Board Resolution / Authority.

22. All the documents referred to in para 13 of the Explanatory Statement to be kept open for inspection are open for inspection by Members of the Company at the registered office of the Company at Tata Chemicals Limited, Bombay House, 24 Homi Mody Street, Fort, Mumbai 400001, Maharashtra between 10.00 a.m. to 12 noon on all working days (except Saturdays, Sundays and public holidays) up to the date of the Meeting. The said documents shall also be available for inspection at the venue of the Meeting.

23. The instructions for Members for e-voting are as under:

A. Members whose shareholding is in dematerialised form and whose email addresses are registered with the Company/Depository Participant(s) will receive an email from NSDL informing the User-ID and Password:

i) Open email and open PDF file viz. “TCL remote e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.

NOTE: Shareholders already registered with NSDL for e-voting will not receive the PDF file “TCL remote e-voting.pdf”

ii) Launch internet browser by typing the URL: www.evoting.nsdl.com

iii) Click on Shareholder – Login

iv) Put User ID and Password. Click Login. (the initial password mentioned in the e-mail sent by NSDL to shareholders whose email addresses are registered with the Company/Depository Participant(s) or mentioned in the postal ballot form)

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v) Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

vii) Select “EVEN” (E-Voting Event Number) of Tata Chemicals Limited which is 106049.

viii) Now you are ready for remote e-voting as Cast Vote page opens.

ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

x) Upon confirmation, the message “Vote cast successfully” will be displayed.

xi) Once you have voted, you will not be allowed to modify your vote.

xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorised to vote, to the Scrutinizer through e-mail to tcl.scrutinizer@gmail.com, with a copy marked to evoting@nsdl.co.in.

B. For Members holding shares in dematerialised form whose email IDs are not registered with the Company/Depository Participants and Members holding shares in physical form as well as those Members who have requested for a physical copy of the Notice, it may be noted that the Initial User ID & Password is being provided in the postal ballot form. Such members are requested to follow all steps from Sl. No. (ii) to (xii) above to cast vote.

If you are already registered with NSDL for e-voting, then you can use your existing User ID and password for casting your vote.

NOTE: Shareholders who forgot the User Details/Password can use “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com.

In case Shareholders are holding shares in demat mode, User-ID is the combination of (DP ID + Client ID).

In case Shareholders are holding shares in physical mode, User-ID is the combination of (Even No + Folio No).

C. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at downloads section of www.evoting.nsdl.com or call on toll free no 1800-222-990. In order to address any grievances relating to e-voting, you may write to Mr. Rajiv Ranjan, Asst. Manager, NSDL at the designated email id evoting@nsdl.co.in or rajivr@nsdl.co.in or at the following telephone no. 2499 4600.

D. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

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Route Map to the Venue of the Meeting

Venue : Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400020

Landmark : Next to Bombay Hospital

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,BENCH AT MUMBAI

COMPANY SCHEME APPLICATION NO. 186 OF 2017

In the matter of the Companies Act, 2013;

And

In the matter of Application under Sections 230-232 read with other relevant provisions of the Companies Act, 2013;

And

In the matter of Scheme of Arrangement between Tata Chemicals Limited (“Applicant Company” or “Transferor Company” or “Company”) and Yara Fertilisers India Private Limited (“Transferee Company”) and their respective shareholders and creditors.

Tata Chemicals Limited [CIN: L24239MH1939PLC002893], a company incorporated under the Indian Companies Act, 1913 having its registered office at Bombay House, 24 Homi Mody Street, Fort, Mumbai 400001

) ) ) ) … Applicant Company

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. This is a statement accompanying the Notice convening the Meeting of the Equity Shareholders of the Applicant Company, pursuant to an Order dated March 1, 2017 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench in the Company Scheme Application No. 186 of 2017, referred to hereinabove, to be held at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Marine Lines, Mumbai 400020 on Monday, May 8, 2017 at 3.00 p.m. for the purpose of considering and, if thought fit, approving with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Tata Chemicals Limited (“Transferor Company” or “Applicant Company” or “Company” or “TCL”) and Yara Fertilisers India Private Limited (“Transferee Company” or “Yara”) and their respective shareholders and creditors (“Scheme”).

2. A copy of the Scheme is attached herewith as Annexure A. The proposed Scheme is envisaged to be effective from the Appointed Date (as defined in the Scheme) but shall be made operative from the Effective Date (as defined in the Scheme).

3. Pursuant to an Order made on March 1, 2017 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench in the Company Scheme Application No. 186 of 2017, a Meeting of the Equity Shareholders of Tata Chemicals Limited is being convened and held for the purpose of considering and if thought fit, approving, with or without modification(s), the Scheme.

4. The said Order will be available for inspection at the registered office of the Applicant Company at Bombay House, 24 Homi Mody Street, Fort, Mumbai 400001 between 10.00 a.m. to 12 noon on any working day (except Saturdays, Sundays and public holidays) of the Applicant Company up to the date of the Meeting. The said Order shall also be available for inspection at the venue of the Meeting.

5. Background of Companies

5.1. The Applicant Company, Tata Chemicals Limited (“TCL”), was incorporated on January 23, 1939 in Mumbai in the State of Maharashtra under the provisions of the Indian Companies Act, 1913 by the Registrar of Companies, Bombay vide Certificate of Incorporation No. 2893 of 1938-1939 and having PAN AAACT4059M and CIN L24239MH1939PLC002893. The email address of TCL is investors@tatachemicals.com. During the last five years, there has been no change in the name and registered office of the Applicant Company.

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5.2. The Share Capital of TCL as on September 30, 2016 is as under:

Particulars Amount (` in Crores)

Authorised Capital

27,00,00,000 Ordinary Shares of ` 10/- each 270.00

Total 270.00

Issued Capital

25,48,42,598 Ordinary Shares of ` 10/- each 254.84

Subscribed and Fully Paid-up Capital25,47,56,278 Ordinary Shares of ` 10/- each 254.76

Forfeited SharesAmount originally paid-up on 86,320 Forfeited Shares 0.06

Total 254.82

As on date, there has been no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of TCL.

5.3. TCL is a publicly listed company engaged, inter alia, in the manufacturing and sale of inorganic chemicals, manufacturing and sale of fertilisers including bulk and customised fertilisers and sale of consumer products such as Salt, Pulses, Spices, Nutritional Solutions. The Equity Shares of the Company are listed and traded on the BSE Limited (“BSE”) and the National Stock Exchange of India Ltd. (“NSE”).

5.4. The details of Directors and Promoters of TCL along with their addresses are mentioned herein below:-

Sr. No.

Name of Director/Promoter

Category Address

1. Tata Sons Limited Promoter Bombay House, 24, Homi Mody Street, Fort, Mumbai 400001

2. Mr. Nasser Munjee Independent Director

Benedict Villa, House No. 471 Saud Vaddo, Chorao Island Tiswadi, Goa 403102

3. Dr. Y. S. P. Thorat Independent Director

Indu Niketan, General Thorat Road, Tarabai Park Kolhapur 416003, Maharashtra

4. Ms. Vibha Paul Rishi Independent Director

812 Aralias, 12th Floor, Block - 8, Golf Link, DLF City - V Gurgaon 122002, Haryana

5. Mr. Bhaskar Bhat Non-Executive Director

No.884, Chaitanya Plot, Indiranagar, Ist Stage, Bangalore 560038

6. Mr. S Padmanabhan Non-Executive Director

132 Apsara, NCPA Apartments, D Tata Road, Nariman Point, Mumbai 400021 Maharashtra

7. Mr. R. Mukundan Managing Director Flat No. 1301/1302, 13th Floor Dosti Flamingoes - Snowflama, CT J Marg, Sewree Mumbai 400033 Maharashtra

5.5. The amount due to unsecured creditors of TCL as on December 31, 2016 is ` 2,890.11 crores.

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5.6. The main objects of TCL as set out in Clause III of its Memorandum of Association are as follows:

• “(1) to carry on business of manufacturers of and dealers in chemical products of any nature and kind whatsoever and as wholesales and retail chemists and druggists, analytical chemists, drysalters, oil and colour men, importers, exporters and manufacturers of and dealers in heavy chemicals, alkalis, acids, drugs, tannins, essences, pharmaceutical, photographical, sizing, medicinal, chemical, industrial and other waters, cements, oils, paints, pigments and varnishes, compounds, drug, dyestuff organic or mineral intermediates, paints and colour grinders, makers of and dealers in proprietary articles of all kinds, and of electrical, chemical, photographical, surgical and scientific apparatus and materials.

• (2) To manufacture, refine, manipulate, import, export and deal in salts and marine minerals and their derivatives, by-products and compounds of any nature and kind whatsoever.

• (11) To carry on the business manufacturers and producers of fats, fertilisers, manures, dips, sprays, vermifugs, fungicides, medicines and remedices of all kinds of agricultural fruitgrowing or other purpose or as remedies for men or animals and whether produced from vegetable or animal matter or by any chemical process.”

5.7. During the last five years, the Applicant Company has altered the Object Clause of the Memorandum of Association by inserting the following Clause III (14)(a) after Clause III (14) thereof, vide a special resolution dated February 12, 2015, in the manner set out hereunder:

“(14)(a) To carry on the business of buyers, sellers, traders, importers, exporters, manufacturers, dealers whether by self or any third party, processors, commission agents, distributors, dealers and representatives in any legal form and also to process, produce, mix, pack, preserve, freeze, extract, refine and deal in all types of food including but not limited to confectionary, nutrition, milk and milk products, processed foods, performance nutrition, fibres, all kind of flour whether single or multi grain, health and wellness foods, protein foods, food products, agro foods, fast foods, packed foods, food grains, edible commodities, pulses or lentils whether processed or otherwise, water purifiers, water filters, systems, appliances, devices, products, methods or apparatus in relation to water dispensation, purification and treatment, value added food additive and food products, baking and cooking soda and products that contain the same including edible and non-edible applications, staples, cereals, pseudo cereals and processed derivatives thereof, spices, seasonings, ready to eat processed food products, nutritional solutions, natural, novel and processed foods, ingredients and formulations thereof, inorganic and organic materials and compounds based on novel processing and synthesis knowhow, ready to cook foods and spices, spice mixes and pastes or semi processed food products, sugar, sugar products, vegetable, ghee, edible oil, cooking oil, mineral oil, pre and pro biotic foods, sugar substitutes, natural foods, cocoa based, and other food products in and outside India.”

5.8. The Transferee Company, Yara Fertilisers India Private Limited (“YFIPL”), was incorporated on April 19, 2011 in Pune in the State of Maharashtra under the provisions of the Companies Act, 1956 as a private limited company and having PAN AAACY4766C and CIN U51490PN2011FTC139239. The registered office of YFIPL is situated at #402, Suyog Fusion, Dhole Patil Road, Sangamwadi, Pune, Maharashtra - 411001. The email address of YFIPL is sanjiv.kanwar@yara.com. During the last five years, there has been no change in the name and registered office of YFIPL.

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5.9. The Share Capital of YFIPL as on September 30, 2016 is as under:

Particulars Amount (` in Crores)

Authorised Capital

2,00,00,000 Equity Shares of ` 10/- each 20.00

Total 20.00

Issued Subscribed and Paid-up Capital

1,34,17,970 Equity Shares of ` 10/- each 13.42

Total 13.42

As on date, there has been no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of YFIPL.

5.10. YFIPL is primarily engaged in the business of import, sale and distribution of plant nutrition products in India.

5.11. The details of Directors and Promoters of YFIPL along with their addresses are mentioned herein below:-

Sr. No.

Name of Director/Promoter

Category Address

1 Yara Asia Pte. Ltd. Promoter 1 Harbour Front Place #09-01/04, Harbour Front, Tower One, Singapore 098633

2 Fertilizer Holdings AS Promoter Drammensveien 131, N-0277, Oslo Norway

3 Narsimharao VenkataLakshmi Avantsa

Director 112 Tanjong Rhu Road, #19-01 Camelot By the Water, Singapore 436929

4 Sanjiv Kanwar Director C-174, Madhuvan, Shakkarpur, Delhi- 110092

5 Soon Hee Koh Director 50 Yunnan Road, Singapore 637913

5.12. The shares of YFIPL are not listed on any stock exchange.

5.13. The amount due to unsecured creditors as on December 31, 2016 is ` 92.40 Crores.

5.14. During the last five years, there has been no change in the objects of YFIPL.

5.15. The Main Objects of YFIPL as set out in Clause III of the Memorandum of Association are as follows:

• “1. To carry on in India the business of importing, buying, storing, packing, re-packing, distributing, transporting, converting, altering, and improving fertilizers of all forms including chemical, organic and inorganic fertilizers and selling the same to wholesalers and retailers and rendering all forms of assistance with respect to the fertilizers sold in the field of agriculture;

• 2. To acquire, establish, construct and maintain offices, godowns, warehouses, storage sheds and other such structures to be used by the Company in the course of running the business.”

6. Rationale of the Scheme

6.1. The Applicant Company and the Transferee Company have entered into an agreement dated August 10, 2016 (“Implementation Agreement”), pursuant to which it has been agreed to transfer the Divestment Business (as defined in the Scheme) of the Applicant Company as a going concern on a slump sale basis to the Transferee Company and in exchange for which, the lump sum Final Purchase Consideration (as defined in the Scheme) shall be paid by the Transferee Company to the Applicant Company, on the agreed terms and conditions as set out in the Scheme and in the Implementation Agreement.

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6.2. The Management proposes to achieve the above pursuant to this Scheme under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 in the manner set out herein.

6.3. The transfer of the Divestment Business pursuant to this Scheme would, inter alia, result in the following benefits:

• In case of the Applicant Company:

o Unlocking value for the Applicant Company by sale of part of its assets; strengthening the balance sheet of the Applicant Company; and

o Pursuing growth opportunities in line with its strategic directions.

• In case of the Transferee Company;

o Creation of value for shareholders by acquiring ready-to-use assets, including business undertakings and reducing time to markets; and

o Allowing the expansion of the range of the products offered by the Transferee Company and its Affiliates in India.

7. Relationship subsisting between TCL and YFIPL

7.1. As on date, TCL is not related to YFIPL and the companies have no common directors or promoters.

8. Salient Features of the Scheme

The material provisions of the proposed Scheme are detailed hereunder (the following points are reproduced as per the Scheme and are numbered according to the Scheme):

“1.1.2 “Adjusted Capex Plan” means the Capex Plan as agreed between the Transferor Company and the Transferee Company at the Agreement Date, and revisions, if any, which are mutually agreed by the Transferor Company and the Transferee Company. The revisions will be agreed revisions of cost of Capex Plan items, if the Transferor Company can complete the items at the comparable quality and at a lower cost than estimated in the Capex Plan;

1.1.3 “Adjustment Time” means 1700 hours (Indian Standard Time) on the day immediately preceding the Completion Date;

1.1.7 “Appointed Date” shall be the Effective Date as defined hereinafter in the Scheme;

1.1.8 “Approval” means any permission, approval, consent, license, order, decree, authorization, authentication of, or registration, qualification, designation, declaration or filing with or notification, exemption or ruling to or from any Governmental Authority required under any statute or regulation;

1.1.9 “Assumed Litigations” shall mean all claims, disputes, causes of action, litigation, and such other proceedings as shall remain attached to and/ or relating to the Divestment Business (or a part thereof) and which are listed in Schedule 1, other than the Excluded Litigation;

1.1.10 “Babrala Plant” means the plants utilised for the manufacture of ammonia and urea and customized fertilisers owned by the Transferor Company, located at Babrala, Uttar Pradesh (as more particularly described in Schedule 5);

1.1.13 “Capex Adjustment” means the capex adjustment as defined in table B of Schedule 7, and is the Adjusted Capex Plan minus the cost of items on the Adjusted Capex Plan incurred by the Transferor Company between Agreement Date and Effective Date, minus capital expenditure incurred by the Transferor Company with prior written consent of the Transferee Company, minus capital work-in-progress, plus creditors for capital goods. It

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is clarified that if the Capex Adjustment is a positive number, the absolute amount will be deducted from the Purchase Consideration. If the Capex Adjustment is a negative number, the absolute amount will be added to the Purchase consideration; It is clarified that (i) the objective of the Capex Plan (the Adjusted Capex Plan) and the Capex Adjustment is to ensure that the Transferor Company carries out the activities stated therein. If the Transferor Company completes such activities at a lower cost than the amount set out in the Capex Plan, at a quality level acceptable to the Transferee Company, the difference, on account of such lower cost, shall be adjusted for in the Adjusted Capex Plan; and (ii) in the event the cost for any item exceeds the amount set out in the Capex Plan, such excess will be to the account of the Transferor Company. In the event that the Transferor Company and the Transferee Company agree that the Transferor Company will do additional projects at the cost of the Transferee Company, this cost will added to the Purchase Consideration, as defined in the Capex Adjustment. For avoidance of doubt, it should be noted that the Transferor Company is required to maintain the asset at the same standard as of the Agreement Date, save for reasonable wear and tear in the ordinary course of business, regardless of the items and amounts in the capex plan, and the Transferor Company will not be reimbursed by the Transferee Company for this, with reference to Clause 7.8 of the Implementation Agreement;

1.1.14 “Capex Plan” means the Capex Plan as set in Schedule 2 which may be amended by agreement of the Transferor Company and the Transferee Company, forming the Adjusted Capex Plan;

1.1.24 “Current Assets” means, as of any specified date, all such assets relating or assigned to the Divestment Business which are customarily called current assets under the relevant prevailing Indian GAAP other than cash, and as provided for in the relevant statement of the Transferor Company. Such statement as of June 30, 2016 is set out in Schedule 3;

1.1.25 “Current Liabilities” means, as of any specified date, all such liabilities relating or assigned to the Divestment Business, which are customarily called current liabilities under the relevant prevailing Indian GAAP and as provided for in the relevant statement of the Transferor Company. Such statement as of June 30, 2016 is set out in Schedule 3;

1.1.26 “Divestment Assets” means the Divestment Real Estate, Divestment Equipment, Records, Divestment Contracts, Transferring Inventory, Current Assets and the Non-Current Assets, forming part of the Divestment Business and any assets of the Divestment Business that have a significant co-relation or connection with the Divestment Assets or which are reasonably required to enable the Transferee Company to operate or use the Divestment Business or any Divestment Assets;

1.1.27 “Divestment Business” means the business of sale and distribution of (i) Urea and (ii) customized fertilisers, in each case manufactured by the Transferor Company through the Babrala Plant; and includes without limitation, the Divestment Assets, the Divestment Liabilities and the Divestment Employees;

1.1.28 “Divestment Contracts” means the contracts including the rights and obligations thereunder, in relation to the Divestment Business including the key contracts as listed in Schedule 5 to the Implementation Agreement;

1.1.29 “Divestment Employees” means such employees of the Divestment Business that will be transferred to the Transferee Company comprising:

(a) the existing employees of the Transferor Company based at the Babrala Plant who are involved in the operations and production activities of the Babrala Plant;

(b) the existing employees of the Transferor in the CAT centre at Aligarh; and

(c) between 70 (seventy) and 100 (hundred) other employees of the Transferor Company who are directly involved in the Divestment Business, whose identities shall be agreed between the Transferor Company and the Transferee Company within 90 (ninety) days from the Agreement Date minus any employees that resign, are dismissed, are terminated or transferred between such date and the Effective Date; plus any transfer or hire, from such date up to the Effective Date, as permitted under the Implementation Agreement;

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1.1.30 “Divestment Equipment” means the plant and machinery forming part of the Divestment Business, as stated in the relevant extracts of the fixed assets register of the Transferor Company as listed in Schedule 5 to the Implementation Agreement;

1.1.31 “Divestment Liabilities” means the liabilities and obligations of the Transferor Company related to the Divestment Business or the result or consequences of Assumed Litigations following the Effective Date other than the Excluded Liabilities. For the avoidance of doubt, the Divestment Liabilities shall only consist of and be limited to those listed in Schedule 4;

1.1.32 “Divestment Real Estate” means the lands being used by the Transferor Company in relation to the Divestment Business, a list of which as of the Agreement Date, is specified in Schedule 5;

1.1.33 “Effective Date” shall mean the date on which the Scheme becomes effective in accordance with its terms, which shall be the Completion Date;

Reference in this Scheme to the date of “coming into effect of this Scheme” or the “Scheme becoming effective” or “effectiveness of the Scheme” shall mean the Effective Date;

1.1.37 “Excluded Assets” shall mean all the assets of the Transferor Company and any of its Affiliates, other than the Divestment Assets. It is hereby clarified that the Excluded Assets do not form a part of the Divestment Business and any corelation or connection that an Excluded Asset may have, or may have had, with the Divestment Business is not significant for the normal conduct of the Divestment Business. Without limiting the generality of the foregoing, the Excluded Assets shall include the properties, assets, contracts and rights of Transferor and its Affiliates as listed out in Schedule 6;

1.1.38 “Excluded Liabilities” means any and all liabilities or obligations of the Transferor Company to the extent they are not part of the Divestment Liabilities including those related to or arising out of (a) the Excluded Assets or (b) the operation of the Divestment Business or the ownership or use of the Divestment Assets prior to the Effective Date (other than those included in or forming a part of the Divestment Liabilities);

1.1.39 “Excluded Litigations” shall mean all litigations other than the Assumed Litigations and which litigations shall not stand transferred to the Transferee Company pursuant to this Scheme;

1.1.42 “Final Purchase Consideration” has the meaning ascribed to such term in Clause 9.1;

1.1.45 “Haldia Plant” means the plant located at Haldia, West Bengal, for the manufacture of DAP, NPK / NP complex fertilizers and SSP;

1.1.46 “High Court Order(s)” means the order(s) passed by the High Court sanctioning the Scheme and includes any High Court or other applicable authority’s order(s) for extension of time or condonation of delay in filing of the requisite forms with the RoC in relation to the Scheme, if applicable;

1.1.47 “High Court” means the Hon’ble High Court of Judicature at Mumbai having jurisdiction in relation to the Transferor Company and the Transferee Company, as the case may be and shall include the National Company Law Tribunal, as applicable or such other forum or authority as may be vested with any powers of a High Court in relation to the Scheme under the Act;

1.1.48 “Independent Auditor” means an international audit firm to be mutually appointed by the Transferor Company and the Transferee Company;

1.1.52 “Long Stop Date” means the date immediately after the expiry of 18 (eighteen) months from the Agreement Date or such other date as may be agreed between the Transferor Company and the Transferee Company in writing;

1.1.53 “Non-Current Assets” means, as of any specified date, all such assets relating or assigned to the Divestment Business, which are customarily called non-current assets under the relevant prevailing Indian accounting

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standards, or as agreed between the Transferor Company and the Transferee Company and set out in Schedule 3;

1.1.54 “Non-Current Liabilities” means, as of any specified date, all such liabilities relating or assigned to the Divestment Business, which are customarily called non-current liabilities under the relevant prevailing Indian accounting standards, or as agreed between the Transferor Company and the Transferee Company and set out in Schedule 4;

1.1.55 “Other Business” means any business of the Transferor Company or any of its Affiliates other than the Divestment Business, including for the avoidance of doubt the business of the Transferor Company conducted by and through the Haldia Plant and the Trading Business and shall also include any business of Transferor Company or any of its Affiliates conducted under the “Tata”, “Tata Chemicals Limited” or “TCL” brands;

1.1.59 “Purchase Consideration” has the meaning ascribed to such term in Clause 9.1.1;

1.1.60 “Records” means any and all books, accounts and other records relating to the Divestment Business to the extent that they relate to the period up to Completion;

1.1.68 “Target Working Capital” means ` 814,23,28,800 (Rupees eight hundred fourteen crores twenty three lakhs twenty eight thousand and eight hundred);

1.1.70 “Trading Business” means and includes the (i) import and sale of bulk fertilisers (DAP, MOP), and (ii) sale and purchase/ contract manufacture of non-bulk fertilisers (specialty fertilisers, seeds, pesticides etc.);

1.1.71 “Transferring Inventory” means all inventories, wherever located, including all raw materials, work-in-progress, finished products, and packaging and labelling material exclusively or predominantly related to the Divestment Business, whether held at any location or facility of the Transferor Company or in transit to the depot or at a railway siding (but excluding goods in relation to which invoice is issued, but which may not have been delivered and which are not included in the Current Assets), in each case, as of the Adjustment Time;

1.1.72 “Working Capital” means an amount, in INR, equal to (a) the Current Assets plus (b) long-term loans, advances and deposits less (c) the Current Liabilities and less (d) Non-current Liabilities, in each case calculated as of the Adjustment Time. For the avoidance of doubt, Working Capital shall exclude non-current assets (except long-term loans, advances and deposits) and creditors for capital goods, as defined in Schedule 7, table A; and

1.1.73 “Working Capital Adjustment” means an amount equal to the difference between (i) the Working Capital set forth in the Final Completion Statement; and (ii) the Target Working Capital. The Working Capital Adjustment shall be determined in accordance with Schedule 7, table A.

3. VESTING OF DIVESTMENT BUSINESS:

3.1 Upon the Scheme becoming effective and with effect from the Appointed Date, the Divestment Business in its entirety shall, pursuant to Sections 391 to 394 read with other relevant provisions of the Act and without any further act, instrument, deed, matter or thing be transferred to and vested in and/ or be deemed to be and stand transferred to and vested in the Transferee Company as a ‘going concern’ on a slump sale basis for a lump sum consideration as set out hereinafter free from all Encumbrances, subject to the following:

3.1.1 In the event any part of the Divestment Business intended to be transferred does not get transferred to the Transferee Company upon the effectiveness of the Scheme, the Transferor Company and the Transferee Company undertake to take all necessary steps, and execute all necessary documents, to ensure the transfer of such part of the Divestment Business thereof to the Transferee Company forthwith without any further consideration. The Transferor Company and the Transferee Company agree that pending such transfer, the Transferor Company shall hold such part of the Divestment Business in trust for the Transferee Company, and shall put in place necessary arrangements to allow the Transferee Company to enjoy the benefit of the same without incurring monetary obligations for such actions.

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3.1.2 The Divestment Assets, Divestment Liabilities, Assumed Litigations and the Divestment Employees which form part of the Divestment Business shall be transferred to the Transferee Company in accordance with this Scheme. For the avoidance of doubt, the Other Business shall continue to vest in the Transferor Company;

3.1.3 Upon the Scheme becoming effective, the Transferee Company shall carry out or perform all such formalities and compliances under various Applicable Laws or to be carried out or performed in relation to or as a consequence of the vesting of the Divestment Business into the Transferee Company.

4. DIVESTMENT ASSETS:

4.1 Without prejudice to the generality of Clause 3 (Vesting of Divestment Business) above, upon the Scheme coming into effect and at all times with effect from the Appointed Date, the Divestment Assets shall stand transferred to and vested in the Transferee Company in the following manner, unless specifically otherwise provided under the Scheme,:

4.1.1 The Divestment Assets, which are movable in nature, and/or otherwise capable of transfer by manual or constructive delivery and/or endorsement and delivery, the same may, upon coming into effect of this Scheme, be so transferred or deemed to be so transferred to the Transferee Company, and shall become the assets of the Transferee Company and title to the assets will be deemed to have been vested accordingly without requiring any deed or instrument of conveyance pursuant to the provisions of Sections 391 to 394 and/or other applicable provisions of the Act and shall upon such transfer become the property of, and an integral part of, the Transferee Company.

4.1.2 The Divestment Real Estate (including land together with the buildings and structures standing thereon), whether freehold or leasehold and all documents of title, rights and easements in relation thereto, will stand transferred to and be vested in the Transferee Company, without any further act, instrument or deed and pursuant to the provisions of Sections 391 to 394 and/or other applicable provisions of the Act. With effect from the Appointed Date, the Transferee Company shall be entitled to exercise all rights and privileges and be liable to fulfil all obligations, in relation to or applicable to such immovable properties.

4.1.3 In respect of the Divestment Assets other than those dealt with in Clause 4.1.1 and 4.1.2 above, the same shall stand transferred to and vested in the Transferee Company without any notice or other intimation to any Person in pursuance of the provisions of the Sections 391 to 394 read with other relevant provisions of the Act to the end and intent that the right of the Transferor Company to recover or realise the same stands transferred to the Transferee Company. The Transferee Company may, at its sole discretion but without being obliged, give notice in such form as it may deem fit and proper, to such Person, as the case may be, that the said assets stand transferred to and vested in the Transferee Company and that appropriate modification should be made in their respective books/ records to reflect the aforesaid changes.

4.1.4 Without prejudice to the aforesaid and Clause 6 (Divestment Contracts), the Transferee Company may, if so required under any Applicable Law or otherwise, at any time after the Scheme becoming effective, in accordance with the provisions hereof, execute or enter into any arrangements, conveyance, confirmations, deeds, documents, letters or any other instruments relating to any Divestment Assets with any party to any contract or agreements to which the Transferor Company is a party. For such purposes, if so requested by the Transferee Company, the Transferor Company shall provide the required assistance.

4.1.5 In so far as the Divestment Assets are concerned, any Encumbrance over them, to the extent that such Encumbrance relates to any liabilities (other than the Divestment Liabilities) of the Transferor Company, shall, without any further act, instrument, or deed, be released and the Divestment Assets shall no longer be available as a security for such liabilities. The absence of any formal amendment which may be required by a lender or a third party to effect such release shall not affect the operation of the foregoing sentence.

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4.1.6 In so far as the assets of the Other Business are concerned, any Encumbrance over them, to the extent they relate to the Divestment Liabilities (other than the liabilities of the Other Business) shall, without any further act, instrument, or deed be released and discharged from such security. The absence of any formal amendment which may be required by a lender or a third party to effect such release shall not affect the operation of the foregoing sentence.

4.1.7 Without prejudice to what is stated in Clauses 4.1.5 and 4.1.6 above, the Transferor Company and the Transferee Company shall execute such documents/ instruments or do all such acts and deeds including filing of necessary particulars and/ or modification of charge with the concerned RoC to give formal effect to the above Clauses, if required.

5. DIVESTMENT LIABILITIES:

5.1 Without prejudice to the generality of Clause 3 (Vesting of Divestment Business) above, upon the Scheme becoming effective, the Divestment Liabilities shall stand transferred to and vested in the Transferee Company in the following manner, unless specifically otherwise provided under the Scheme:

5.1.1 Upon the Scheme becoming effective and with effect from the Appointed Date, all Divestment Liabilities shall, to the extent they are outstanding on the Effective Date, without any further act or deed become liabilities of the Transferee Company and all rights, powers, duties, and obligations in relation thereto shall stand transferred to, vested in, and shall be exercised by or against the Transferee Company, as if it has incurred such liabilities. The Transferee Company shall undertake to meet, discharge and satisfy the same to the exclusion of the Transferor Company.

5.1.2 Prior to and upon the Scheme becoming effective, all the liabilities other than the Divestment Liabilities and those relating to the Other Business, whether provided or not in the books of account of the Transferor Company shall continue to remain the liabilities of the Transferor Company. The Transferor Company shall undertake to meet, discharge and satisfy the same to the exclusion of the Transferee Company.

5.1.3 On transfer to and vesting of the Divestment Business in the Transferee Company, the mortgages and charges, if any, affecting the same shall, subject to sub-clauses 4.1.6, 4.1.7 and 4.1.8, be as hereinafter provided:

(a) The Encumbrances relating to the Divestment Business, whether existing or those created by the Transferor Company, over the assets of the Divestment Business or any part thereof transferred to the Transferee Company by virtue of this Scheme, shall be released. Such Encumbrances shall not relate or attach to any of the assets of the Divestment Business or any other assets of the Transferee Company.

(b) The Encumbrances shall after the Effective Date relate and attach to the assets or any part thereof of the Other Business of the Transferor Company.

5.1.4 Without prejudice to the provisions of the foregoing Clauses and with effect from the Effective Date, the Transferor Company and the Transferee Company shall enter into and execute such other deeds, instruments, documents and/or writings and/or do all acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the concerned RoC to give formal effect to the provisions of this Clause, if required.

5.1.5 With effect from the Effective Date, the Transferee Company alone shall be liable to perform all obligations in respect of the Divestment Liabilities and the Transferor Company shall not have any obligations in respect of the Divestment Liabilities.

5.1.6 With effect from the Effective Date, the Transferor Company alone shall be liable to perform all obligations in respect of the Other Business and the Transferee Company shall not have any obligations in respect of the Other Business.

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5.1.7 It is expressly clarified that, save as mentioned in this Scheme, no other terms or conditions of the Divestment Liabilities are modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.

5.1.8 Subject to the necessary consents being obtained, if required, in accordance with the terms of this Scheme, the provisions of this Clause shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document, all of which instruments, deeds, and writings and the terms of sanction or issue of any security document shall stand modified and/or superseded by the foregoing provisions.

6. DIVESTMENT CONTRACTS:

6.1 Without prejudice to the generality of Clause 3 (Vesting of Divestment Business) above, upon the Scheme becoming effective, the Divestment Contracts shall stand transferred to and vested in the Transferee Company in the following manner, unless otherwise specifically provided under the Scheme:

6.1.1 Upon the Scheme becoming effective and subject to the other provisions contained in this Scheme, all Divestment Contracts entered into, subsisting or having effect immediately before the Effective Date shall remain in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectively as if the Transferee Company instead of Transferor Company, had been a party thereto. The absence of any formal amendment which may be required by a third party to effect such transfer and vesting shall not affect the operation of the foregoing sentence.

6.1.2 Without prejudice to what is stated in Clause 6.1.1 above, upon the Scheme becoming effective, the Transferee Company shall, wherever necessary, enter into and/or execute deeds, writings, confirmations or novations to which the Transferor Company will, if necessary, also be a party in order to give formal effect to the provisions of this Clause.

7. ASSUMED LITIGATIONS:

7.1 Without prejudice to the generality of Clause 3 (Vesting of Divestment Business) above, upon the Scheme becoming effective, the Assumed Litigations shall stand transferred to the Transferee Company in the following manner:

7.1.1 Upon the Scheme becoming effective and subject to the other provisions contained in this Scheme, all the Assumed Litigations shall be enforced by or against the Transferee Company.

7.1.2 Upon the Scheme becoming effective and subject to the other provisions contained in this Scheme, the Transferee Company shall assume, and shall agree to pay, perform and discharge when due, all liabilities and obligations of the Transferor Company, related to or arising out of in any manner, the Assumed Litigations.

7.1.3 Upon the Scheme becoming effective, all the Excluded Litigations shall remain with the Transferor Company.

7.1.4 Upon the Scheme becoming effective, the Transferor Company and the Transferee Company shall, wherever necessary, enter into and/or execute all such documents as maybe necessary to give formal effect to the provisions of this Clause.

8. DIVESTMENT EMPLOYEES:

8.1 Without prejudice to the generality of Clause 3 (Vesting of Divestment Business) above, upon the Scheme becoming effective, the Divestment Employees shall stand transferred to the Transferee Company in the following manner:

8.1.1 The Divestment Employees shall become employees of the Transferee Company without any break or interruption of service and with the benefit of continuity of service on terms and conditions which are

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not less favourable than the terms and conditions as were applicable to such employees relating to the Divestment Business of the Transferor Company immediately prior to the transfer of the Divestment Business.

8.1.2 The Transferee Company agrees that the service of all Divestment Employees up to the Effective Date shall be taken into account for the purpose of all retirement benefits to which they may be eligible. The Transferee Company further agrees that for the purpose of payment of any retrenchment compensation, gratuity or other terminal benefits, such past service with the Transferor Company, shall also be taken into account and agrees and undertakes to pay the same as and when payable.

8.1.3 The Transferee Company shall make all the necessary contributions for such Divestment Employees, and deposit the same in provident fund, gratuity fund or superannuation fund or any other special fund or staff welfare scheme or any other special scheme. The Transferee Company will also file relevant intimations in respect of the Divestment Business with the statutory authorities concerned who shall take the same on record and substitute the name of the Transferee Company for the Transferor Company.

8.1.4 In so far as the existing provident fund, gratuity fund and pension and /or superannuation fund / trusts, retirement funds or employees state insurance schemes or pension scheme or employee deposit linked insurance scheme or any other benefits created by the Transferor Company for the Divestment Employees are concerned, such proportion of the funds, contributions to the funds or trusts or the scheme or the investments made into the funds, schemes or trusts relatable to the Divestment Employees as on the Effective Date, upon the Scheme becoming effective, shall be transferred to the necessary funds, schemes or trusts of the Transferee Company and till the time such necessary funds, schemes or trusts are created by the Transferee Company, all contributions shall continue to be made to the existing funds, schemes or trusts of Transferor Company and will be transferred to the funds, schemes or trusts once created by the Transferee Company.

9. FINAL PURCHASE CONSIDERATION:

9.1 The total lump sum consideration payable by the Transferee Company to the Transferor Company for the purchase of the Divestment Business (“Final Purchase Consideration”) on a slump sale basis, on the terms and conditions of this Scheme, shall be:

9.1.1 ` 2669,61,60,000 (Rupees two thousand six hundred sixty nine crores sixty one lakhs and sixty thousand) (“Purchase Consideration”);

9.1.2 plus, the Working Capital Adjustment (if the Working Capital set forth in the Final Completion Statement is greater than the Target Working Capital) or (ii) minus the Working Capital Adjustment (if the Working Capital set forth in the Final Completion Statement is less than the Target Working Capital), as the case may be;

9.1.3 plus/ minus the Capex Adjustment. It is clarified that the Transferee Company shall not be liable to reimburse the Transferor Company for incurring the capital expenditure committed in the Capex Plan.

10. CONDUCT OF DIVESTMENT BUSINESS TILL COMPLETION DATE:

10.1 On and from the Agreement Date and up to and including the Completion Date, the Transferor Company shall so far as permitted by Applicable Law carry on the Divestment Business in all material respects as a going concern in the ordinary course as carried on immediately prior to the Agreement Date. Notwithstanding the foregoing, but without limiting its generality, the Transferor Company covenants that it will comply with the provisions of clause 7.2 of the Implementation Agreement.

10.2 On and from the Agreement Date and up to and including the Completion Date, the Transferor Company shall use commercially reasonable efforts to, where required pursuant to Applicable Law or considered as being

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reasonably prudent (in the opinion of the Transferor Company), file applications to Governmental Authorities for relevant Governmental Authorisations or for approval of a court of law, tribunal or any other authorization, Approval, Consent or waiver of a third party (if applicable), in the name of and for the benefit of the Transferee Company.

10.3 No later than 10 (ten) Business Days prior to the Completion Date, the Transferor Company shall deliver to the Transferee Company, with reasonably detailed supporting information, a statement (“Proposed Completion Statement”) setting forth, as per Schedule 7 (Completion Statement), (i) a reasonable, good faith estimate of the Working Capital of the Divestment Business as of the Adjustment Time (“Estimated Working Capital Amount”), (ii) the amount of the capital expenditure actually incurred by the Transferor Company, whether (a) towards the capital expenditure committed in the Capex Plan or (b) incurred by the Transferor Company with prior written consent of the Transferee Company from the Agreement Date; and (iii) the amount, computed as per the following formula, to be paid by the Transferee Company to the Transferor Company on the Completion Date (“Completion Date Payment”):

10.3.1 the Purchase Consideration;

10.3.2 (i) plus the Estimated Working Capital Adjustment (if the Estimated Working Capital Amount is greater than the Target Working Capital) or (ii) minus the Estimated Working Capital Adjustment (if the Estimated Working Capital Amount is less than the Target Working Capital);

10.3.3 plus/ minus the Capex Adjustment.

It is clarified that the Transferee Company shall not be liable to reimburse the Transferor Company for incurring the capital expenditure committed in the Capex Plan.

11. COMPLETION:

11.1 Completion shall be on a date mutually agreed between the Transferor Company and the Transferee Company but shall be no later than 20 (twenty) Business Days from the later of (a) the date of receipt of the High Court Order(s) sanctioning the Scheme (or the High Court Order(s) for granting extension of time or condonation of delay in or granting extension of time for filing e-form INC 28, if applicable); (b) fulfilment of the Regulatory Approvals; and (c) issue of Transferor CP Satisfaction Certificate in terms of the Implementation Agreement (“Completion Date”).

11.2 The activities/ matters contemplated under this Scheme to be completed on the Completion Date shall be deemed to occur simultaneously and no such activity/ matter shall be consummated, or be deemed to be consummated, unless all such activities/ matters have been consummated.

11.3 On the Completion Date, each of the following shall be simultaneously undertaken:

11.3.1 The Transferor Company and the Transferee Company shall each duly file e-form INC 28 on the website of the Ministry of Corporate Affairs;

11.3.2 The Transferee Company shall convene a meeting of its Board of Directors or committee of directors so authorised for declaring the effectiveness of the Scheme, and shall provide a certified true copy of the said resolution to the Transferor Company; provided that failure to hold such meeting will not render the Scheme ineffective;

11.3.3 The Transferor Company shall convene a meeting of its Board of Directors or committee of directors so authorised for declaring the effectiveness of the Scheme and shall provide a certified true copy of the said resolution to the Transferor Company; provided that failure to hold such meeting will not render the Scheme ineffective;

11.3.4 The Transferee Company shall pay to the Transferor Company an amount equal to the Completion Date Payment, in immediately available funds, in the designated bank account of the Transferor Company,

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details whereof shall be provided by the Transferor Company to the Transferee Company at least 5 (five) Business Days prior to the Completion Date;

11.3.5 The Divestment Business (including the Divestment Assets, the Divestment Liabilities, the Divestment Employees and the Assumed Litigations) and all rights, benefits and interest therein, shall stand transferred to the Transferee Company pursuant to the Scheme in the manner set out herein, free of any Encumbrance.

11.3.6 The Transferor Company and the Transferee Company shall enter into separate lease agreements for:

(a) land admeasuring 1.292 hectares situated at Khasra No.1046 and 1047, village Naiparapur, Pergana, Tehsil Khairabad, district Sitapur;

(b) land admeasuring 2.6375 acres situated at Khewat/Khatauni No.883/1493 rectangle and Killa Nos.146/21/1(3-11), 193/1/1/1(3-12), 147/25(6-0), and 192/5/1(7-19) situated at Sunam-B, Tehsil Sunam, district Sangrur; and

(c) land admeasuring 0.798 hectares situated at Khasra Plot Nos.514/1, 514/2 and 662, village Ram Nagar Karjaha, Tappa-Patara, Pargana-Haveli, Tehsil Chowri-Chowra, district Gorakhpur.

whereby the Transferor Company shall lease out the abovementioned land parcels including the existing fittings and equipment thereat to the Transferee Company for a period of 10 (ten) years at nominal consideration of ` 1000 (Rupees one thousand) per annum for each parcel of land. The Transferee Company undertakes to maintain and preserve the aforesaid land parcels in the same condition as received by the Transferee Company from the Transferor Company, subject to reasonable wear and tear in the course of business. The Transferee Company shall hand over the same to the Transferor Company at the end of the 10 (ten) year period free of any Encumbrance created by the Transferee Company. It is clarified that the Transferee Company shall not be required to remove any Encumbrance existing on the Completion Date or not created by the Transferee Company.

The consummation of all the activities specified in this Clause 11.3 shall together constitute “Completion”.

11.4 With effect from the Completion Date, the Transferee Company shall pay, perform and discharge, when due, or cause to be paid, performed and discharged when due, all the Divestment Liabilities in relation to the period after the Completion Date.

12. POST COMPLETION ADJUSTMENT:

12.1 Within 10 (ten) days after the Completion Date, the Transferor Company shall present to the Transferee Company, a statement (“Preliminary Completion Statement”), with reasonably detailed supporting information, setting forth the actual amounts of the items set out in Clause 10.3 as on the Completion Date. The Transferee Company shall, in consultation with its advisors, conduct an audit of the Preliminary Completion Statement and within 30 (thirty) Business Days of the receipt of the Preliminary Completion Statement the Transferee Company shall communicate to the Transferor Company whether it agrees or does not agree with the Preliminary Completion Statement. In the event the Transferee Company (a) agrees with the Preliminary Completion Statement provided by the Transferor Company, it will so communicate to the Transferor Company within the period referred to above; (b) does not agree with the amounts mentioned in the Preliminary Completion Statement, the Transferee Company and the Transferor Company shall consult with each other to determine the actual amounts as on the Completion Date of the items set out in Clause 10.3 of this Scheme within 10 (ten) days or such other date as may be agreed between the Transferor Company and the Transferee Company of the Transferee Company communicating to the Transferor Company that it does not agree with the amounts mentioned in the Preliminary Completion Statement. The Transferor Company and the Transferee Company will record the actual amounts, as on the Completion Date, of the items set out in Clause 10.3 of the Scheme as determined under this Clause in the

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format at Schedule 7 (Completion Statement), which shall be the Final Completion Statement and the date of such recording shall be the Final Determination Date.

12.2 In the event, the Transferor Company and the Transferee Company are unable to agree on the amounts as on the Completion Date of the items set out in Clause 10.3 of this Scheme within the specified period, the Transferee Company and the Transferor Company shall jointly engage the Independent Auditor within 5 (five) days, in compliance with the terms of reference for the Independent Auditor attached as Schedule 8 (Terms of Reference of the Independent Auditor), to conduct an audit of the Preliminary Completion Statement and determine the actual amounts as on the Completion Date of the items set out in Clause 10.3 of this Scheme within 20 (twenty) days from the date of appointment of the Independent Auditor or such other date as may be agreed between the Transferor Company and the Transferee Company. Such final determination, in the format at Schedule 7 (Completion Statement), shall be the Final Completion Statement. The date on which the Final Completion Statement is presented by the Independent Auditor shall be referred to as the “Final Determination Date”. During such review by the Independent Auditor, the Transferor Company and the Transferee Company shall each make available to the Independent Auditor access as required to, such individuals and such information, books and records as may be requested by the Independent Auditor to make its final determination.

12.3 Absent fraud, misconduct or manifest error, the Final Completion Statement determined by the Independent Auditor shall be conclusive and binding upon the Transferor Company and the Transferee Company.

12.4 The fees and disbursements of the Independent Auditor shall be borne by the Transferor Company and the Transferee Company in equal proportions.

12.5 The Independent Auditor shall act as an expert and not as an arbitrator.

12.6 If the Final Purchase Consideration calculated in accordance with the Final Completion Statement, exceeds the Completion Date Payment (such difference, the “Completion Underpayment”) by an amount equal to at least ` 10,00,000 (Rupees Ten Lakhs), the Transferee Company shall pay to the Transferor Company within 5 (five) Business Days of the Final Determination Date, an amount equal to the Completion Underpayment by wire transfer of immediately available funds to the designated bank account of the Transferor Company.

12.7 If the Final Purchase Consideration calculated in accordance with the Final Completion Statement, is less than the Completion Date Payment (such difference, the “Completion Overpayment”) by an amount equal to at least ` 10,00,000 (Rupees Ten Lakhs), the Transferor Company shall pay to the Transferee Company within 5 (five) Business Days of the Final Determination Date an amount equal to the Completion Overpayment by wire transfer of immediately available funds to a bank account designated in writing by the Transferee Company (such designation to be made at least 3 (three) Business Days prior to the day on which such payment is due).

12.8 For the avoidance of doubt, if the Completion Underpayment or the Completion Overpayment described in sub-clauses 12.6 or 12.7 above is less than ` 10,00,000 (Rupees Ten Lakhs), the Completion Date Payment shall not be adjusted and no payments shall be due under sub-clauses 12.6 and 12.7.

12.9 To the extent that any of the Transferor Company and the Transferee Company or any of their respective Affiliates have any obligation under this Scheme or under any other agreement to indemnify or to make any other payment (other than the Purchase Consideration), no amount with respect to a matter to which such obligation or payment relates shall be included in the calculation of the Proposed Completion Statement, the Preliminary Completion Statement or the Final Completion Statement. No amount with respect to a matter shall be included more than once in the calculation of the Proposed Completion Statement, the Preliminary Completion Statement or the Final Completion Statement.

13. ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEROR COMPANY:

13.1 The Transferor Company shall account for the transfer and vesting of the Divestment Business by derecognising the carrying values of the Divestment Assets and Divestment Liabilities which cease to be the assets and liabilities of the Transferor Company as of the Appointed Date in accordance with applicable accounting standards.

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13.2 The difference between the Final Purchase Consideration and the derecognised values referred to in Clause 13.1 above would be dealt with as per applicable accounting standards.

14. ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEREE COMPANY:

14.1 The Transferee Company shall account for the transfer and vesting of the Divestment Business as of the Appointed Date by recording the Divestment Assets and Divestment Liabilities taken over under the Scheme at their fair values in accordance with applicable accounting standards.

14.2 The difference, if any, between the Final Purchase Consideration paid and the fair value of the net assets (fair value of Divestment Assets less fair value of Divestment Liabilities) will be adjusted in the goodwill / capital reserve account, as the case may be, in accordance with the applicable accounting standards.

17. OTHER BUSINESS:

17.1 Upon the Scheme coming into effect and with effect from the Effective Date, the Other Business and all the assets, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be managed by the Transferor Company.

17.2 All legal, taxation or other proceedings (whether civil or criminal including before any Governmental Authority) by or against the Transferor Company under any Applicable Laws whether pending on the Effective Date or which may be instituted at any time, and in each case relating to the liability, obligation or duties of the Transferor Company in respect of the Other Business shall be continued and enforced, after the Effective Date, by or against the Transferor Company only.

20. CONDITIONALITY OF THE SCHEME:

20.1 The transfer of the Divestment Business to the Transferee Company shall require the following approvals, sanctions and consents (each a “Regulatory Approval”):

20.1.1 The Scheme being approved by the requisite majorities in number and value of such classes of persons including the shareholders and/or creditors of each of the Transferor Company and the Transferee Company, as may be required under Sections 391 and other relevant provisions of the Act;

20.1.2 The Stock Exchanges issuing their observation/ no-objection letters and SEBI issuing its comments on the Scheme, to the Transferor Company including comments/ approval after sanction of the Scheme by the High Court, as required under regulation 37 of the Listing Regulations read with the SEBI Circular and regulation 11 and 94 of the Listing Regulations;

20.1.3 The Scheme being sanctioned by the High Court in terms of Sections 391 to 394 and/or all other relevant provisions of the Act;

20.1.4 The occurrence of the first of any of the following, if applicable: pursuant to the provisions of the Competition Act, 2002 of India and the rules and regulations thereunder including the Competition Commission of India (Procedure in Regard to the Transaction of Business Relating to Combinations) Regulations, 2011 (“Combination Regulations”), the CCI (or any appellate authority in India having appropriate jurisdiction) having either (i) granted approval to the Scheme in form and substance reasonably acceptable to the Transferor Company and the Transferee Company, or (ii) been deemed to have granted approval to the Scheme through the expiration of time periods available for their investigation and any period of limitation for filing an appeal therefrom having elapsed; and

20.1.5 The transaction contemplated under this Scheme being approved by the competition authorities of Ukraine, if applicable.

21. OPERATIONALIZATION OF THE SCHEME:

This Scheme shall become effective with effect from the Appointed Date.

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22. EFFECT OF NON-RECEIPT OF SANCTIONS:

22.1 In the event any of the conditions stipulated in Clause 20 (Conditionality of the Scheme) are not satisfied prior to the Long Stop Date or within such further period as may be mutually agreed upon between the Transferor Company and the Transferee Company through their respective Boards of Directors (which Boards of Directors are hereby empowered and authorized to agree to from time to time without any limitation), this Scheme shall stand revoked, cancelled. In such an event, each party shall bear and pay its respective costs, charges and expenses for and in connection with the Scheme.

22.2 The Boards of Directors of the Transferor Company and the Transferee Company shall be entitled to withdraw this Scheme prior to the Effective Date. It is hereby clarified that notwithstanding anything to the contrary contained this Scheme, neither the Transferor Company, nor the Transferee Company, shall be entitled to withdraw the Scheme unilaterally without the prior written consent of the other.

24. COST, CHARGES AND EXPENSES:

24.1 The Transferor Company and the Transferee Company shall bear their respective taxes in respect of the transfer of Divestment Business in accordance with this Scheme and the transactions hereby contemplated. The Transferor Company and the Transferee Company shall bear their own respective legal, accounting, professional and advisory fees, commissions, and other costs and expenses incurred by it in connection with this Scheme and the transactions thereby contemplated.

24.2 The Transferee Company shall be liable and responsible for the payment of all stamp duty and registration charges with respect to the transfer of the Divestment Business including any Divestment Assets.

25. NO CAUSE OF ACTION

No third party claiming to have acted or changed his position in anticipation of this Scheme taking effect, shall get any cause of action against the Transferor Company or the Transferee Company or their directors or officers, if the Scheme does not take effect or is withdrawn, amended or modified for any reason whatsoever.”

Note : The features set out above being only the extract of the Scheme. The shareholders are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

9. The Directors of TCL and YFIPL holding shares in TCL and YFIPL respectively do not have any other interest in the Scheme otherwise than that as shareholders in general. Further, none of the key managerial personnel, debenture trustee and relatives of the directors of TCL and YFIPL is concerned or interested, financial or otherwise in the proposed Scheme. Save as aforesaid, none of the directors of TCL and YFIPL have any material interest in the proposed Scheme. The shareholding of the present directors of TCL and YFIPL, either individually or jointly as a first holder or as a nominee, in TCL and YFIPL are as under:

Sr. No. Name of the Directors of TCL No. of Equity Shares held in

TCL YFIPL

1. Mr. Nasser Munjee 0 0

2. Dr. Y. S. P. Thorat 0 0

3. Ms. Vibha Paul Rishi 0 0

4. Mr. Bhaskar Bhat 0 0

5. Mr. S. Padmanabhan 0 0

6. Mr. R. Mukundan 500 0

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Sr. No. Name of the Directors of YFIPL No. of Equity Shares held in

TCL YFIPL

1. Mr. Narsimharao Venkata Lakshmi Avantsa 0 0

2. Mr. Sanjiv Kanwar 0 0

3. Mr. Soon Hee Koh 0 0

10. Valuation Report, Fairness Opinion and Approvals:

10.1. SSPA & Co. Chartered Accountants have undertaken the valuation of the Divestment Business of TCL and have recommended the fair value of the Divestment Business vide their valuation report dated August 10, 2016. The total lump sum consideration payable by YFIPL to TCL for the purchase of the Divestment Business has been arrived at on the basis of the fair valuation of the Divestment Business of TCL based on the various methodologies/ approaches explained in the valuation report and various qualitative factors relevant to the Company and the business dynamics and growth potentials of the business, having regard to information base, key underlying assumptions and limitations. Based on the relevant factors and circumstances as outlined in the valuation report, SSPA & Co. have determined the fair value of the Divestment Business at ` 2,410 crores.

10.2. The Valuation Report is available for inspection at the registered office of the Company.

10.3. In terms of the SEBI Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015, Kotak Mahindra Capital Company Limited, a SEBI registered Merchant Banker, has submitted to TCL, a fairness opinion, from a financial point of view, vide its letter dated August 10, 2016 on the Scheme. The fairness opinion was based on various assumptions and considerations and should be read in its entirety for information regarding the assumptions made and factors considered in rendering such opinion.

10.4. The proposal for the Scheme was placed before the Audit Committee of the Company at its meeting held on August 10, 2016. The Audit Committee of the Company took into account the recommendations on the fair valuation of the Divestment Business mentioned in the Valuation Report provided by SSPA & Co., Chartered Accountants and the Fairness Opinion provided by Kotak Mahindra Capital Company Limited. The Audit Committee has recommended the proposed Scheme, including the lump sum consideration for transfer of the Divestment Business provided therein, to the Board of Directors of the Company. Copies of the Valuation Report and the Fairness Opinion are enclosed as Annexures B & C respectively to this explanatory statement.

10.5. The Board of Directors of the Company have taken into account the independent recommendations of the Audit Committee, the recommendations of the fair valuation of the Divestment Business provided in the valuation report dated August 10, 2016 provided by SSPA & Co., Chartered Accountants and the fairness opinion dated August 10, 2016 provided by Kotak Mahindra Capital Company Limited.

10.6. Based on the aforesaid advice/opinions, the Board of Directors of the Company have come to conclusion that the lump sum consideration for transfer of the Divestment Business provided in the Scheme is fair and reasonable and has approved the same at its meeting held on August 10, 2016. Pursuant to the Scheme, the total lump sum consideration for the Divestment Business is as under, subject to post completion adjustments as detailed in Clause 12 of the Scheme:

“9.1.1 ` 2669,61,60,000 (Rupees two thousand six hundred sixty nine crores sixty one lakhs and sixty thousand) (“Purchase Consideration”);

9.1.2 plus, the Working Capital Adjustment (if the Working Capital set forth in the Final Completion Statement is greater than the Target Working Capital) or (ii) minus the Working Capital Adjustment (if the Working Capital set forth in the Final Completion Statement is less than the Target Working Capital), as the case may be;

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9.1.3 plus/ minus the Capex Adjustment. It is clarified that the Transferee Company shall not be liable to reimburse the Transferor Company for incurring the capital expenditure committed in the Capex Plan.”

10.7. Further, the Board of Directors of TCL have at their Board Meeting held on August 10, 2016 by resolution approved the proposed Scheme, as detailed below.

Name of Director Voted in favor / against / did not participate or vote

Mr. Cyrus P. Mistry Voted in favor

Mr. Nasser Munjee Voted in favor

Mr. Eknath A. Kshirsagar Voted in favor

Dr. Y.S.P. Thorat Voted in favor

Mr. Bhaskar Bhat Voted in favor

Mr. R. Mukundan Voted in favor

Note: Leave of absence was granted to Mr. Nusli N. Wadia, Ms. Vibha Paul Rishi and Dr. Nirmalya Kumar for the above Board Meeting.

10.8. The Board of Directors of YFIPL have at their Board Meeting held on August 10, 2016 by resolution approved the proposed Scheme, as detailed below:

Name of Director Voted in favor / against / did not participate or vote

Mr. Narsimharao Venkata Lakshmi Avantsa Voted in favor

Mr. Sanjiv Kanwar Voted in favor

Mr. Soon Hee Koh Voted in favor

10.9. The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.

10.10. The Company has obtained the approval of the Scheme in terms of the SEBI Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015 (“SEBI Circular”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from BSE and NSE vide their observation letters dated November 16, 2016. The observation letters from BSE and NSE are closed as Annexures D and E respectively to this explanatory statement.

10.11. The Scheme along with related documents was hosted on the website of the Applicant Company, BSE and NSE and was open for complaints/comments. The Applicant Company has not received any complaint/comment and accordingly a Nil Complaint report was filed with the BSE and NSE on October 4, 2016. The said Complaints report is enclosed herewith as Annexure F to this explanatory statement.

10.12. The Competition Commission of India vide its letter dated November 16, 2016 has given its approval to the Scheme. A copy of the letter dated November 16, 2016 from the Competition Commission of India is enclosed as Annexure G to this explanatory statement.

10.13. A copy of the unaudited provisional financial statements of the Applicant Company and the Transferee Company as on December 31, 2016 are enclosed as Annexure H to this explanatory statement.

10.14 In compliance with the provisions of Section 232(2) of the Companies Act, 2013, the Board of Directors of the Company, in their meeting held on March 29, 2017, have adopted a report, inter ilia, explaining the effect of the Scheme on each class of shareholders, key managerial personnel, promoter and non-promoter shareholders. A copy of the reports adopted by the Board of Directors of the Company is enclosed as Annexure I to this explanatory statement.

10.15. The Company will make a Petition under Section 232 and other applicable provisions of the Companies Act, 2013 to the Hon’ble National Company Law Tribunal, Mumbai Bench for sanctioning of the Scheme.

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10.16. No investigation or proceedings are pending under the provisions of Chapter XIV of the Companies Act, 2013 or under the provisions of the Companies Act, 1956 in respect of the Company.

10.17. A copy of the Scheme has been filed by the Company with the Registrar of Companies, Maharashtra.

10.18. No winding up petition is pending against the Company.

10.19. The Scheme does not involve any capital or debt restructuring and therefore the requirement to disclose details of capital or debt restructuring is not applicable.

10.20. In the event that this Scheme is terminated or withdrawn in the manner set out herein, this Scheme shall stand revoked, cancelled and be of no effect and null and void and in such event each party hereto shall bear and pay respective costs, charges and expenses for and or in connection with the Scheme.

11. As far as the equity shareholders of TCL and YFIPL are concerned (promoter shareholders as well as non-promoter shareholders), there will be no dilution in their shareholding in their respective company. The Scheme is not expected to have any effect on the key managerial personnel, directors, promoters, non-promoter members, depositors, creditors, debenture holders, deposit trustee, debenture trustee and employees of TCL and YFIPL, wherever relevant.

12. Pursuant to the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 and SEBI Circular, the detailed pre scheme and post scheme (expected) capital structure and shareholding pattern of TCL is given herein below:

A. Pre & Post Scheme Capital Structure:

TCL

The Scheme contemplates the acquisition of the Divestment Business of TCL on a slump sale basis. As there is no issue of shares of TCL contemplated in the Scheme, there would be no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of TCL solely pursuant to the Scheme coming into effect.

Pre & Post Scheme Capital Structure as on February 28, 2017

Particulars Amount(` in Crores)

Authorised Capital

27,00,00,000 Ordinary Shares of ` 10/- each 270.00

Total 270.00

Issued Capital

25,48,42,598 Ordinary Shares of ` 10/- each 254.84

Subscribed and Fully Paid-up Capital

25,47,56,278 Ordinary Shares of ` 10/- each 254.76

Forfeited Shares

Amount originally paid-up on 86,320 forfeited shares 0.06

Total 254.82

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YFIPL

The Scheme contemplates the acquisition of the Divestment Business of TCL on a slump sale basis. As there is no issue of shares of YFIPL contemplated in the Scheme, there would be no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of YFIPL solely pursuant to the Scheme coming into effect.

Particulars Pre-scheme capital structure as on February 28, 2017

Number of shares Face value Amount (` in Crores)

Authorised capital 20,000,000 ` 10 per share ` 20.00

Issued and paid-up capital 13,417,970 ` 10 per share ` 13.42

Note that the acquisition of the Divestment Business by YFIPL is currently proposed to be funded by a combination of debt and equity, and therefore, it is proposed that necessary capital will be infused in YFIPL.

B. Pre & Post Scheme Shareholding pattern as on March 17, 2017:

TCL

The Scheme contemplates the acquisition of the Divestment Business of TCL on a slump sale basis. As there is no issue of shares of TCL pursuant to the Scheme, there would be no change in the Pre and Post Scheme Shareholding Pattern of TCL solely pursuant to the Scheme coming into effect.

Category Code

Category of Shareholder Pre & Post-Scheme Shareholding Pattern

Total No. of Shares

As a percentage of total capital

(A) Promoters

(1) Indian

(a) Individuals/Hindu Undivided Family 0 0.00

(b) Central Government/State Government(s) 0 0.00

(c) Financial Institutions/Banks 0 0.00

(d) Any Other

(i) Bodies Corporate 78098192 30.65

(ii) Trust 374165 0.15

Sub-Total (A) (1) 78472357 30.80(2) Foreign(a) Individuals (Non-Resident Individuals/ Foreign Individuals) 0 0.00(b) Government 0 0.00(c) Institutions 0 0.00(d) Foreign Portfolio Investor 0 0.00(e) Any Other (specify) 0 0.00

Sub-Total (A) (2) 0 0.00Total Shareholding of Promoter and Promoter Group (A) = (A)(1) + (A)(2)

78472357 30.80

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Category Code

Category of Shareholder Pre & Post-Scheme Shareholding Pattern

Total No. of Shares

As a percentage of total capital

(B) Public Shareholding(1) Institutions(1) Mutual Funds/UTI 42445848 16.66(a) Venture Capital Funds 0 0.00(b) Alternate Investment Funds 0 0.00(c) Foreign Venture Capital Investors 0 0.00(d) Foreign Portfolio Investors - Corp 45262300 17.77(e) Financial Institutions/Banks 440633 0.17(f ) Insurance Companies 20482182 8.04(g) Provident Funds/ Pension Funds 0 0.00(h) Any Other

(i) OCBs 65 0.00Sub-Total (B) (1) 108631028 42.64

(2) Central Government/ State Government(s)/ President of India 1430684 0.56Sub-Total (B)(2) 1430684 0.56

(3) Non-Institutions(a) Individualsi Individual shareholders holding nominal share capital up to ` 2 lakh 46200478 18.14ii Individual shareholders holding nominal share capital in excess of ` 2 lakh 2152808 0.85(b) NBFCs registered with RBI 4816 0.00(c) Employee Trusts 0 0.00(d) Overseas Depositories (holding DRs) (balancing figure) 0 0.00(e) Any Other - Clearing Members, Bodies Corporate, Limited Liability

Partnership - LLP, Trust And Charitable Institutions17864107 7.01

Sub-Total (B) (3) 66222209 25.99Total Public Shareholding (B)= (B)(1)+(B)(2)+(B)(3) 176283921 69.20Total (A+B) 254756278 100.00

YFIPL

The Scheme contemplates the acquisition of the Divestment Business of TCL on a slump sale basis. As there is no issue of shares of YFIPL contemplated in the Scheme, there would be no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of YFIPL solely pursuant to the Scheme coming into effect.

Sr. No.

Name of Shareholders Pre- Scheme

No. of equity shares % share holding Equity share capital

1 Yara Asia Pte. Ltd. 13,417,968 99.999985% ` 134,179,680

2 Fertilizer Holdings AS 2 0.00001% ` 20

Total ` 13,417,970 100.00% ` 134,179,700

Note that the acquisition of the Divestment Business by YFIPL is currently proposed to be funded by a combination of debt and equity, and therefore, it is proposed that necessary capital will be infused in YFIPL.

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13. The following documents shall be available for obtaining extract or obtaining copies of or for inspection by the shareholders of the Company at the registered office of the Company between 10.00 a.m. and 12 noon up to May 8, 2017 on all working days (except Saturdays, Sundays and public holidays) and the said documents shall also be available for inspection at the venue of the Meeting:

13.1. Copy of the Order of the Hon’ble National Company Law Tribunal, Bench, at Mumbai dated March 1, 2017 passed in the Company Scheme Application No. 186 of 2017 directing convening of the Meeting of Equity Shareholders of the Applicant Company.

13.2. Memorandum of Association and Article of Association of TCL and YFIPL.

13.3. Audited Financial Statement of TCL and YFIPL for last three financial years ended March 31, 2016, March 31, 2015 and March 31, 2014.

13.4. Copy of the Scheme of Arrangement between TCL and YFIPL and their respective shareholders and creditors.

13.5. Observation letters received from BSE Limited and NSE Limited dated November 16, 2016.

13.6. The Valuation Report dated August 10, 2016 of SSPA & Co., Chartered Accountants.

13.7. The Fairness Opinion dated August 10, 2016 of Kotak Mahindra Capital Company Limited.

13.8. Copy of the Company Scheme Application No. 186 of 2017 and Affidavit in Support thereof.

13.9. Copies of the resolution passed by the respective Board of Directors of TCL and YFIPL approving the Scheme.

13.10. Complaints report dated October 4, 2016 submitted by the Company to BSE Limited and the National Stock Exchange of India Limited and also uploaded on its website.

13.11. List of Divestment Contracts or Divestment Equipment.

13.12. Certificate issued by Auditor of the Company to the effect that the accounting treatment, if any, proposed in the scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

14. This statement may be treated as an Explanatory Statement under Section 230(3) of the Companies Act, 2013 read with Section 102 of the Companies Act, 2013.

Sd/-Mr. Bhaskar Bhat

DIN : 00148778Chairman Appointed for the Meeting

Dated this the 1st day of April, 2017Place : Mumbai

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Annexure A

SCHEME OF ARRANGEMENT

BETWEEN

TATA CHEMICALS LIMITED

AND

YARA FERTILISERS INDIA PRIVATE LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Under Sections 391 to 394 of the Companies Act, 1956 and all other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013 (to the extent notified).

I. INTRODUCTION:

(a) Tata Chemicals Limited (hereinafter referred to as “Transferor Company” or “TCL”) is a public limited company incorporated under the provisions of the Indian Companies Act, 1913, having its registered office at Bombay House, 24 Homi Mody Street, Fort, Mumbai 400001, India. The Transferor Company is currently engaged, inter alia, in the business of manufacturing and sale of fertilizers including bulk and customized fertilizers through its plant located at Babrala, Uttar Pradesh. The Transferor Company’s business constitutes the Divestment Business (as defined hereinafter) and the Other Business (as defined hereinafter). The equity shares of the Transferor Company are listed on the Stock Exchanges (as defined hereinafter).

(b) Yara Fertilisers India Private Limited is a company duly incorporated under the laws of India, having its registered office at #402 Suyog Fusion Dhole Patil Road, Sangamwadi, Pune - 411001, Maharashtra, India (hereinafter referred to as “Transferee Company”). The Transferee Company is engaged in the business of import, sale and distribution of plant nutrition products in India.

(c) This Scheme of Arrangement (hereinafter referred to as the “Scheme”) provides for the transfer of the Divestment Business (as defined hereinafter) of the Transferor Company to, and vesting thereof in, the Transferee Company, as a “going concern” on a slump sale basis (as defined under Section 2(42C) of the Income-tax Act, 1961), for a lump sum Final Purchase Consideration (as defined hereinafter) as set out hereinafter payable by the Transferee Company to the Transferor Company, and in accordance with the terms of the Scheme and pursuant to the provisions of sections 391 to 394 and all other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013 (to the extent notified).

II. FACTS, RATIONALE AND BENEFITS:

(a) The Transferor Company and the Transferee Company have entered into an agreement dated August 10, 2016 (“Implementation Agreement”), pursuant to which it has been agreed to transfer the Divestment Business of the Transferor Company as a going concern on a slump sale basis to the Transferee Company and in exchange for which, the lump sum Final Purchase Consideration shall be paid by the Transferee Company to the Transferor Company, on the agreed terms and conditions as set out herein below and in the Implementation Agreement.

(b) The transfer of the Divestment Business pursuant to this Scheme would , inter alia, result in the following benefits:

(i) In case of the Transferor Company:

1. Unlocking value for the Transferor Company by sale of part of its assets;

2. Strengthening the balance sheet of the Transferor Company; and

3. Pursue growth opportunities in line with its strategic directions.

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(ii) In case of the Transferee Company:

1. Creation of value for shareholders by acquiring ready-to-use assets, including business undertakings and reducing time to markets; and

2. Allowing the expansion of the range of the products offered by the Transferee Company and its Affiliates in India.

III. PARTS OF THE SCHEME:

The Scheme is divided into the following parts:

(a) Part I deals with the definitions and share capital of the Transferor Company and the Transferee Company;

(b) Part II deals with transfer of the Divestment Business from the Transferor Company and its vesting in the Transferee Company for consideration and matters incidental thereto; and

(c) Part III deals with the general terms and conditions that would be applicable to the Scheme.

PART – I DEFINITIONS AND SHARE CAPITAL

1. DEFINITIONS:

1.1. In this Scheme unless the meaning or context otherwise requires (i) terms defined in the recitals and the introductory paragraphs above shall have the same meanings throughout this Scheme; and (ii) the following words or expressions, wherever used, (including in the Recitals and the introductory paragraphs above) shall have the following meanings:

1.1.1. “Act” means the Companies Act, 2013 (to the extent of the sections thereof that have been brought into force) and the Companies Act, 1956 (to the extent of the sections thereof that have not been repealed);

1.1.2. “Adjusted Capex Plan” means the Capex Plan as agreed between the Transferor Company and the Transferee Company at the Agreement Date, and revisions, if any, which are mutually agreed by the Transferor Company and the Transferee Company. The revisions will be agreed revisions of cost of Capex Plan items, if the Transferor Company can complete the items at the comparable quality and at a lower cost than estimated in the Capex Plan;

1.1.3. “Adjustment Time” means 1700 hours (Indian Standard Time) on the day immediately preceding the Completion Date;

1.1.4. “Affiliate” means, in relation to the Transferor Company and the Transferee Company, any other Person that, either directly or indirectly through one or more intermediate Persons, Controls, is Controlled by, or is under common Control with, the Transferor Company, or the Transferee Company, as the case may be;

1.1.5. “Agreement Date” means August 10, 2016;

1.1.6. “Applicable Law” means, with respect to any Person, any binding federal, state, national or local statute, law, ordinance, notification, rule, regulation, order, writ, injunction, directive, judgment or decree, or other requirement of any Governmental Authority applicable to such Person or any of their respective properties or assets;

1.1.7. “Appointed Date” shall be the Effective Date as defined hereinafter in the Scheme;

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1.1.8 “Approval” means any permission, approval, consent, license, order, decree, authorization, authentication of, or registration, qualification, designation, declaration or filing with or notification, exemption or ruling to or from any Governmental Authority required under any statute or regulation;

1.1.9 “Assumed Litigations” shall mean all claims, disputes, causes of action, litigation, and such other proceedings as shall remain attached to and/ or relating to the Divestment Business (or a part thereof ) and which are listed in Schedule 1, other than the Excluded Litigation;

1.1.10 “Babrala Plant” means the plants utilised for the manufacture of ammonia and urea and customized fertilisers owned by the Transferor Company, located at Babrala, Uttar Pradesh (as more particularly described in Schedule 5);

1.1.11 “Board” or “Board of Directors” means the boards of directors of the Transferor Company and/ or the Transferee Company, as the context may require, and shall include a committee of such board duly constituted and authorized;

1.1.12 “Business Day” means any day, other than a Saturday and Sunday, on which banks in Mumbai, India remain open for normal business;

1.1.13 “Capex Adjustment” means the capex adjustment as defined in table B of Schedule 7, and is the Adjusted Capex Plan minus the cost of items on the Adjusted Capex Plan incurred by the Transferor Company between Agreement Date and Effective Date, minus capital expenditure incurred by the Transferor Company with prior written consent of the Transferee Company, minus capital work-in-progress, plus creditors for capital goods. It is clarified that if the Capex Adjustment is a positive number, the absolute amount will be deducted from the Purchase Consideration. If the Capex Adjustment is a negative number, the absolute amount will be added to the Purchase consideration;

It is clarified that (i) the objective of the Capex Plan (the Adjusted Capex Plan) and the Capex Adjustment is to ensure that the Transferor Company carries out the activities stated therein. If the Transferor Company completes such activities at a lower cost than the amount set out in the Capex Plan, at a quality level acceptable to the Transferee Company, the difference, on account of such lower cost, shall be adjusted for in the Adjusted Capex Plan; and (ii) in the event the cost for any item exceeds the amount set out in the Capex Plan, such excess will be to the account of the Transferor Company. In the event that the Transferor Company and the Transferee Company agree that the Transferor Company will do additional projects at the cost of the Transferee Company, this cost will added to the Purchase Consideration, as defined in the Capex Adjustment. For avoidance of doubt, it should be noted that the Transferor Company is required to maintain the asset at the same standard as of the Agreement Date, save for reasonable wear and tear in the ordinary course of business, regardless of the items and amounts in the capex plan, and the Transferor Company will not be reimbursed by the Transferee Company for this, with reference to Clause 7.8 of the Implementation Agreement.

1.1.14 “Capex Plan” means the Capex Plan as set in Schedule 2 which may be amended by agreement of the Transferor Company and the Transferee Company, forming the Adjusted Capex Plan;

1.1.15 “CCI” means the Competition Commission of India;

1.1.16 “Combination Regulations” shall have the meaning ascribed to such term in Clause 20.1.4;

1.1.17 “Completion” has the meaning ascribed to such term in Clause 11.3;

1.1.18 “Completion Date” has the meaning ascribed to such term in Clause 11.1;

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1.1.19 “Completion Date Payment” has the meaning ascribed to such term in Clause 10.4;

1.1.20 “Completion Overpayment” has the meaning ascribed to such term in Clause 12.5;

1.1.21 “Completion Underpayment” has the meaning ascribed to such term in Clause 12.6;

1.1.22 “Consent” means any license, permission, approval, clearance, permit, notice, consent, authorization, waiver, grant, concession, agreement, certificate, exemption, order, or registration from any Governmental Authority or any other Person;

1.1.23 “Control” and its co-related words “Controlled by” or “under common Control with”, in relation to any Person, means: (i) the beneficial ownership, directly or indirectly, of more than 50% (fifty percent) of the voting power exercisable at any meeting of the members of such Person; or (ii) the power to elect a majority of the members of the management board (including directors) of such Person; or (iii) power to direct the management or policies of such Person;

1.1.24 “Current Assets” means, as of any specified date, all such assets relating or assigned to the Divestment Business which are customarily called current assets under the relevant prevailing Indian GAAP other than cash, and as provided for in the relevant statement of the Transferor Company. Such statement as of June 30, 2016 is set out in Schedule 3;

1.1.25 “Current Liabilities” means, as of any specified date, all such liabilities relating or assigned to the Divestment Business, which are customarily called current liabilities under the relevant prevailing Indian GAAP and as provided for in the relevant statement of the Transferor Company. Such statement as of June 30, 2016 is set out in Schedule 3;

1.1.26 “Divestment Assets” means the Divestment Real Estate, Divestment Equipment, Records, Divestment Contracts, Transferring Inventory, Current Assets and the Non-Current Assets, forming part of the Divestment Business and any assets of the Divestment Business that have a significant co-relation or connection with the Divestment Assets or which are reasonably required to enable the Transferee Company to operate or use the Divestment Business or any Divestment Assets;

1.1.27 “Divestment Business” means the business of sale and distribution of (i) Urea and (ii) customized fertilisers, in each case manufactured by the Transferor Company through the Babrala Plant; and includes without limitation, the Divestment Assets, the Divestment Liabilities and the Divestment Employees;

1.1.28 “Divestment Contracts” means the contracts including the rights and obligations thereunder, in relation to the Divestment Business including the key contracts as listed in schedule 5 to the Implementation Agreement;

1.1.29 “Divestment Employees” means such employees of the Divestment Business that will be transferred to the Transferee Company comprising:

(a) the existing employees of the Transferor Company based at the Babrala Plant who are involved in the operations and production activities of the Babrala Plant;

(b) the existing employees of the Transferor in the CAT centre at Aligarh; and

(c) between 70 (seventy) and 100 (hundred) other employees of the Transferor Company who are directly involved in the Divestment Business, whose identities shall be agreed between the Transferor Company and the Transferee Company within 90 (ninety) days from the Agreement Date minus any employees that resign, are dismissed, are terminated or transferred between

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such date and the Effective Date; plus any transfer or hire, from such date up to the Effective Date, as permitted under the Implementation Agreement;

1.1.30 “Divestment Equipment” means the plant and machinery forming part of the Divestment Business, as stated in the relevant extracts of the fixed assets register of the Transferor Company as listed in Schedule 5 to the Implementation Agreement;

1.1.31 “Divestment Liabilities” means the liabilities and obligations of the Transferor Company related to the Divestment Business or the result or consequences of Assumed Litigations following the Effective Date other than the Excluded Liabilities. For the avoidance of doubt, the Divestment Liabilities shall only consist of and be limited to those listed in Schedule 4;

1.1.32 “Divestment Real Estate” means the lands being used by the Transferor Company in relation to the Divestment Business, a list of which as of the Agreement Date, is specified in Schedule 5;

1.1.33 “Effective Date” shall mean the date on which the Scheme becomes effective in accordance with its terms, which shall be the Completion Date;

Reference in this Scheme to the date of “coming into effect of this Scheme” or the “Scheme becoming effective” or “effectiveness of the Scheme” shall mean the Effective Date;

1.1.34 “Encumbrance” means (a) any mortgage, pledge, lien, charge (whether fixed or floating), hypothecation, assignment, deed of trust, title retention, right of set-off or counterclaim, security interest, security letter conferring any priority of payment in respect of any obligation of any Person; (b) purchase or option agreement or arrangement, right of first refusal, right of first offer, restriction on voting; (c) subordination agreement or arrangement; (d) agreements to create or effect any of the foregoing; (e) interest, option, or transfer restriction in favour of any Person; (f ) any adverse claim as to title, possession or use; and (g) any encroachment on immovable properties;

1.1.35 “Estimated Working Capital Adjustment” means an amount equal to the absolute value of the difference between (i) the Estimated Working Capital Amount and (ii) the Target Working Capital;

1.1.36 “Estimated Working Capital Amount” has the meaning ascribed to such term in Clause 10.4;

1.1.37 “Excluded Assets” shall mean all the assets of the Transferor Company and any of its Affiliates, other than the Divestment Assets. It is hereby clarified that the Excluded Assets do not form a part of the Divestment Business and any co-relation or connection that an Excluded Asset may have, or may have had, with the Divestment Business is not significant for the normal conduct of the Divestment Business. Without limiting the generality of the foregoing, the Excluded Assets shall include the properties, assets, contracts and rights of Transferor and its Affiliates as listed out in Schedule 6;

1.1.38 “Excluded Liabilities” means any and all liabilities or obligations of the Transferor Company to the extent they are not part of the Divestment Liabilities including those related to or arising out of (a) the Excluded Assets or (b) the operation of the Divestment Business or the ownership or use of the Divestment Assets prior to the Effective Date (other than those included in or forming a part of the Divestment Liabilities);

1.1.39 “Excluded Litigations” shall mean all litigations other than the Assumed Litigations and which litigations shall not stand transferred to the Transferee Company pursuant to this Scheme;

1.1.40 “Final Completion Statement” means the statement in the format specified in Part B of Schedule 7, as determined in accordance with Clause 12;

1.1.41 “Final Determination Date” has the meaning ascribed to such term in Clause 12;

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1.1.42 “Final Purchase Consideration” has the meaning ascribed to such term in Clause 9.1;

1.1.43 “Governmental Authority” means any: (a) national, provincial or local government or political subdivision or department thereof of any jurisdiction, or any governmental, administrative or regulatory body, commission, board, bureau, agency or instrumentality, or any court, arbitrator, alternative dispute resolution body or tribunal, in each case with applicable jurisdiction; or (b) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative functions of the government or Tax authority or power of any nature in respect of the Transferor Company, the Transferee Company or this Scheme;

1.1.44 “Governmental Authorization” means all filings, including Consents and Approvals, with any Governmental Authority, Consents (to the extent required from a Governmental Authority), licenses, franchises, permits, concessions, exemptions, orders, certificates, registrations, re-registrations, applications, declarations and filings pertaining to the aforesaid issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Applicable Law.

1.1.45 “Haldia Plant” means the plant located at Haldia, West Bengal, for the manufacture of DAP, NPK / NP complex fertilizers and SSP;

1.1.46 “High Court Order(s)” means the order(s) passed by the High Court sanctioning the Scheme and includes any High Court or other applicable authority’s order(s) for extension of time or condonation of delay in filing of the requisite forms with the RoC in relation to the Scheme, if applicable;

1.1.47 “High Court” means the Hon’ble High Court of Judicature at Mumbai having jurisdiction in relation to the Transferor Company and the Transferee Company, as the case may be and shall include the National Company Law Tribunal, as applicable or such other forum or authority as may be vested with any powers of a High Court in relation to the Scheme under the Act;

1.1.48 “Independent Auditor” means an international audit firm to be mutually appointed by the Transferor Company and the Transferee Company;

1.1.49 “Indian GAAP” means and refers to the generally accepted accounting principles as applicable in India, including , inter alia, accounting standards and other authoritative pronouncements, issued by the Institute of Chartered Accountants of India, or such other body or person having a right under Applicable Laws to issue such accounting standards and other authoritative pronouncements;

1.1.50 “IT Act” means the Income Tax Act, 1961 and rules and regulations made there under and shall include any statutory modification, amendment, and re-enactment thereof for the time being in force;

1.1.51 “Listing Regulations” means the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, and shall include any statutory modification, amendment, and re-enactment thereof for the time being in force or any act, regulations, rules, guidelines etc., that may replace such regulations;

1.1.52 “Long Stop Date” means the date immediately after the expiry of 18 (eighteen) months from the Agreement Date or such other date as may be agreed between the Transferor Company and the Transferee Company in writing;

1.1.53 “Non-Current Assets” means, as of any specified date, all such assets relating or assigned to the Divestment Business, which are customarily called non-current assets under the relevant prevailing Indian accounting standards, or as agreed between the Transferor Company and the Transferee Company and set out in Schedule 3;

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1.1.54 “Non-Current Liabilities” means, as of any specified date, all such liabilities relating or assigned to the Divestment Business, which are customarily called non-current liabilities under the relevant prevailing Indian accounting standards, or as agreed between the Transferor Company and the Transferee Company and set out in Schedule 4;

1.1.55 “Other Business” means any business of the Transferor Company or any of its Affiliates other than the Divestment Business, including for the avoidance of doubt the business of the Transferor Company conducted by and through the Haldia Plant and the Trading Business and shall also include any business of Transferor Company or any of its Affiliates conducted under the “Tata”, “Tata Chemicals Limited” or “TCL” brands;

1.1.56 “Person” means any individual or other entity, whether a corporation, firm, body corporate, joint venture, trust, association, organization, partnership or proprietorship, whether or not having a separate legal personality, including any Governmental Authority;

1.1.57 “Preliminary Completion Statement” has the meaning ascribed to such term in Clause 12.1;

1.1.58 “Proposed Completion Statement” has the meaning ascribed to such term in Clause 10.4;

1.1.59 “Purchase Consideration” has the meaning ascribed to such term in Clause 9.1.1;

1.1.60 “Records” means any and all books, accounts and other records relating to the Divestment Business to the extent that they relate to the period up to Completion;

1.1.61 “Representatives” means the duly authorized directors, officers, managers and employees of the Transferor Company or the Transferee Company, as the context may require;

1.1.62 “RoC” means the respective Registrar of Companies having jurisdiction over the Transferor Company and the Transferee Company, as the case may be;

1.1.63 “Rs.” or “Rupees” or “INR” means Indian Rupees, the lawful currency of India;

1.1.64 “Scheme” “the Scheme” or “this Scheme” means this scheme of arrangement in its present form or with any modification(s) made under Clause 19 of this Scheme or any modifications approved or directed by the High Court or any other Government Authority;

1.1.65 “SEBI” means the Securities and Exchange Board of India established under the Securities and Exchange Board of India Act, 1992;

1.1.66 “SEBI Circular” means Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015, issued by SEBI, as amended or replaced from time to time;

1.1.67 “Stock Exchanges” shall mean the BSE Limited and the National Stock Exchange of India Limited collectively;

1.1.68 “Target Working Capital” means ` 814,23,28,800 (Rupees eight hundred fourteen crores twenty three lakhs twenty eight thousand and eight hundred);

1.1.69 “Tax” means all applicable forms of taxation, duties, levies imposed, whether direct or indirect, whether central, state or local, including without limitation corporate income tax, service tax, withholding tax, stamp duty, value added tax, customs and excise duties, entry tax, sales taxes, capital tax and other legal transaction taxes, dividend withholding tax, dividend distribution tax, land taxes, and duties and any other type of taxes or duties payable by virtue of any Applicable Law; together with any interest, penalties, surcharges or fines relating to them, due, payable, levied, imposed upon or claimed to be owed in any relevant jurisdiction;

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1.1.70 “Trading Business” means and includes the (i) import and sale of bulk fertilisers (DAP, MOP), and (ii) sale and purchase/ contract manufacture of non-bulk fertilisers (specialty fertilisers, seeds, pesticides etc.);

1.1.71 “Transferring Inventory” means all inventories, wherever located, including all raw materials, work-in-progress, finished products, and packaging and labelling material exclusively or predominantly related to the Divestment Business, whether held at any location or facility of the Transferor Company or in transit to the depot or at a railway siding (but excluding goods in relation to which invoice is issued, but which may not have been delivered and which are not included in the Current Assets), in each case, as of the Adjustment Time;

1.1.72 “Working Capital” means an amount, in INR, equal to (a) the Current Assets plus (b) long-term loans, advances and deposits less (c) the Current Liabilities and less (d) Non-current Liabilities, in each case calculated as of the Adjustment Time. For the avoidance of doubt, Working Capital shall exclude non-current assets (except long-term loans, advances and deposits) and creditors for capital goods, as defined in Schedule 7, table A; and

1.1.73 “Working Capital Adjustment” means an amount equal to the difference between (i) the Working Capital set forth in the Final Completion Statement; and (ii) the Target Working Capital. The Working Capital Adjustment shall be determined in accordance with Schedule 7, table A.

1.2 Upon implementation of the provisions applicable to schemes of arrangement contained in the Companies Act, 2013, if the Scheme has been filed with the High Court and is pending disposal, the procedure to be followed from the date of such implementation would be as prescribed in the rules promulgated under the Companies Act, 2013 as may be applicable.

1.3 Interpretation:

1.3.1 In this Scheme, reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment (whether before or after the Agreement Date) for the time being in force or to any provisions replacing such statutory provisions and to all statutory instruments or orders made pursuant to such statutory provisions.

1.3.2 Unless the context otherwise requires, words denoting the singular shall include the plural and words denoting any gender shall include all genders.

1.3.3 Headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information only and shall not form part of the operative provisions of this Scheme or the Schedules hereto and shall be ignored in construing the same.

1.3.4 The Schedules refer to the schedules to this Scheme and form part of this Scheme. If there is any conflict or inconsistency between a term in the body of this Scheme and a term in any of the Schedules, exhibits or any other document referred to or otherwise incorporated in this Scheme, the term in the body of this Scheme shall take precedence.

1.3.5 References to days, months and years are to calendar days (unless otherwise specified), calendar months and calendar years, respectively. Where a period expressed in days, weeks, months or years is to be calculated from the moment at which an event occurs or an action takes place, the day during which that event occurs or that action takes place shall not be counted as falling within the period in question. A period expressed in weeks, months or years shall end with the expiry of whichever day in the last week, month or year (as applicable) of such period is the same day of the week (in the case of weeks), or falls on the same date (in the case of months or years), as the day on which the event or action from which the period is to be calculated occurred or took place. If, for a

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given period expressed in months, the last day of such period does not fall during the last month expressed to be in such period, such period shall end on the last day of that month.

1.3.6 Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day if the last day of such period is not a Business Day; and whenever any payment is to be made or action to be taken under this Scheme is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day.

1.3.7 Words “directly or indirectly” mean directly, or indirectly, through one or more intermediary persons or through contractual or other legal arrangements, and “direct or indirect” have the correlative meanings.

1.3.8 Any reference in this Scheme to any document shall include reference to such document as amended, modified or restated, whether before or after the Agreement Date.

1.3.9 If, in calculating a price or an amount, the relevant variables for such calculation are expressed in different currencies then all such variables for the purposes of such calculation shall be in Rupees.

2. SHARE CAPITAL:

2.1 The authorized, issued, subscribed and paid up share capital of the Transferor Company and the Transferee Company as on June 30, 2016, as under:

Transferor Company:

ParticularsAmount

(` in Crores)

Authorized Capital

27,00,00,000 Ordinary Shares of ` 10/- each 270.00

Total 270.00

Issued Capital

25,48,42,598 Ordinary Shares of ` 10/- each 254.84

Subscribed and Fully Paid-up Capital

25,47,56,278 Ordinary Shares of ` 10/- each 254.76

Forfeited Shares

Amount originally paid-up on 86,320 forfeited shares 0.06

Total 254.82

Transferee Company:

ParticularsAmount

(`)

Authorized Capital

20,000,000 Equity Shares of ` 10/- each 200,000,000

Total 200,000,000

Issued Subscribed and Paid-up Capital

13,417,970 Equity Shares of ` 10/- each 134,179,700

Total 134,179,700

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2.2. It is clarified that until the Scheme becomes effective, the Transferor Company and the Transferee Company are free to alter their respective authorised, issued, subscribed and paid up share capital.

PART – II

TRANSFER AND VESTING OF DIVESTMENT BUSINESS IN THE TRANSFEREE COMPANY:

3. VESTING OF DIVESTMENT BUSINESS:

3.1 Upon the Scheme becoming effective and with effect from the Appointed Date, the Divestment Business in its entirety shall, pursuant to Sections 391 to 394 read with other relevant provisions of the Act and without any further act, instrument, deed, matter or thing be transferred to and vested in and/ or be deemed to be and stand transferred to and vested in the Transferee Company as a ‘going concern’ on a slump sale basis for a lump sum consideration as set out hereinafter free from all Encumbrances, subject to the following:

3.1.1 In the event any part of the Divestment Business intended to be transferred does not get transferred to the Transferee Company upon the effectiveness of the Scheme, the Transferor Company and the Transferee Company undertake to take all necessary steps, and execute all necessary documents, to ensure the transfer of such part of the Divestment Business thereof to the Transferee Company forthwith without any further consideration. The Transferor Company and the Transferee Company agree that pending such transfer, the Transferor Company shall hold such part of the Divestment Business in trust for the Transferee Company, and shall put in place necessary arrangements to allow the Transferee Company to enjoy the benefit of the same without incurring monetary obligations for such actions.

3.1.2 The Divestment Assets, Divestment Liabilities, Assumed Litigations and the Divestment Employees which form part of the Divestment Business shall be transferred to the Transferee Company in accordance with this Scheme. For the avoidance of doubt, the Other Business shall continue to vest in the Transferor Company;

3.1.3 Upon the Scheme becoming effective, the Transferee Company shall carry out or perform all such formalities and compliances under various Applicable Laws or to be carried out or performed in relation to or as a consequence of the vesting of the Divestment Business into the Transferee Company.

4. DIVESTMENT ASSETS:

4.1 Without prejudice to the generality of Clause 3 (Vesting of Divestment Business) above, upon the Scheme coming into effect and at all times with effect from the Appointed Date, the Divestment Assets shall stand transferred to and vested in the Transferee Company in the following manner, unless specifically otherwise provided under the Scheme,:

4.1.1 The Divestment Assets, which are movable in nature, and/or otherwise capable of transfer by manual or constructive delivery and/or endorsement and delivery, the same may, upon coming into effect of this Scheme, be so transferred or deemed to be so transferred to the Transferee Company, and shall become the assets of the Transferee Company and title to the assets will be deemed to have been vested accordingly without requiring any deed or instrument of conveyance pursuant to the provisions of Sections 391 to 394 and/or other applicable provisions of the Act and shall upon such transfer become the property of, and an integral part of, the Transferee Company.

4.1.2 The Divestment Real Estate (including land together with the buildings and structures standing thereon), whether freehold or leasehold and all documents of title, rights and easements in relation thereto, will stand transferred to and be vested in the Transferee Company, without any further act,

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instrument or deed and pursuant to the provisions of Sections 391 to 394 and/or other applicable provisions of the Act. With effect from the Appointed Date, the Transferee Company shall be entitled to exercise all rights and privileges and be liable to fulfil all obligations, in relation to or applicable to such immovable properties.

4.1.3 In respect of the Divestment Assets other than those dealt with in Clause 4.1.1 and 4.1.2 above, the same shall stand transferred to and vested in the Transferee Company without any notice or other intimation to any Person in pursuance of the provisions of the Sections 391 to 394 read with other relevant provisions of the Act to the end and intent that the right of the Transferor Company to recover or realise the same stands transferred to the Transferee Company. The Transferee Company may, at its sole discretion but without being obliged, give notice in such form as it may deem fit and proper, to such Person, as the case may be, that the said assets stand transferred to and vested in the Transferee Company and that appropriate modification should be made in their respective books/ records to reflect the aforesaid changes.

4.1.4 Without prejudice to the aforesaid and Clause 6 (Divestment Contracts), the Transferee Company may, if so required under any Applicable Law or otherwise, at any time after the Scheme becoming effective, in accordance with the provisions hereof, execute or enter into any arrangements, conveyance, confirmations, deeds, documents, letters or any other instruments relating to any Divestment Assets with any party to any contract or agreements to which the Transferor Company is a party. For such purposes, if so requested by the Transferee Company, the Transferor Company shall provide the required assistance.

4.1.5 In so far as the Divestment Assets are concerned, any Encumbrance over them, to the extent that such Encumbrance relates to any liabilities (other than the Divestment Liabilities) of the Transferor Company, shall, without any further act, instrument, or deed, be released and the Divestment Assets shall no longer be available as a security for such liabilities. The absence of any formal amendment which may be required by a lender or a third party to effect such release shall not affect the operation of the foregoing sentence.

4.1.6 In so far as the assets of the Other Business are concerned, any Encumbrance over them, to the extent they relate to the Divestment Liabilities (other than the liabilities of the Other Business) shall, without any further act, instrument, or deed be released and discharged from such security. The absence of any formal amendment which may be required by a lender or a third party to effect such release shall not affect the operation of the foregoing sentence.

4.1.7 Without prejudice to what is stated in Clauses 4.1.5 and 4.1.6 above, the Transferor Company and the Transferee Company shall execute such documents/ instruments or do all such acts and deeds including filing of necessary particulars and/ or modification of charge with the concerned RoC to give formal effect to the above Clauses, if required.

5. DIVESTMENT LIABILITIES:

5.1 Without prejudice to the generality of Clause 3 (Vesting of Divestment Business) above, upon the Scheme becoming effective, the Divestment Liabilities shall stand transferred to and vested in the Transferee Company in the following manner, unless specifically otherwise provided under the Scheme:

5.1.1 Upon the Scheme becoming effective and with effect from the Appointed Date, all Divestment Liabilities shall, to the extent they are outstanding on the Effective Date, without any further act or deed become liabilities of the Transferee Company and all rights, powers, duties, and obligations in relation thereto shall stand transferred to, vested in, and shall be exercised by or against the

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Transferee Company, as if it has incurred such liabilities. The Transferee Company shall undertake to meet, discharge and satisfy the same to the exclusion of the Transferor Company.

5.1.2 Prior to and upon the Scheme becoming effective, all the liabilities other than the Divestment Liabilities and those relating to the Other Business, whether provided or not in the books of account of the Transferor Company, shall continue to remain the liabilities of the Transferor Company. The Transferor Company shall undertake to meet, discharge and satisfy the same to the exclusion of the Transferee Company.

5.1.3 On transfer to and vesting of the Divestment Business in the Transferee Company, the mortgages and charges, if any, affecting the same shall, subject to sub-clauses 4.1.6, 4.1.7 and 4.1.8, be as hereinafter provided:

(a) The Encumbrances relating to the Divestment Business, whether existing or those created by the Transferor Company, over the assets of the Divestment Business or any part thereof transferred to the Transferee Company by virtue of this Scheme, shall be released. Such Encumbrances shall not relate or attach to any of the assets of the Divestment Business or any other assets of the Transferee Company.

(b) The Encumbrances shall after the Effective Date relate and attach to the assets or any part thereof of the Other Business of the Transferor Company.

5.1.4 Without prejudice to the provisions of the foregoing Clauses and with effect from the Effective Date, the Transferor Company and the Transferee Company shall enter into and execute such other deeds, instruments, documents and/or writings and/or do all acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the concerned RoC to give formal effect to the provisions of this Clause, if required.

5.1.5 With effect from the Effective Date, the Transferee Company alone shall be liable to perform all obligations in respect of the Divestment Liabilities and the Transferor Company shall not have any obligations in respect of the Divestment Liabilities.

5.1.6 With effect from the Effective Date, the Transferor Company alone shall be liable to perform all obligations in respect of the Other Business and the Transferee Company shall not have any obligations in respect of the Other Business.

5.1.7 It is expressly clarified that, save as mentioned in this Scheme, no other terms or conditions of the Divestment Liabilities are modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.

5.1.8 Subject to the necessary consents being obtained, if required, in accordance with the terms of this Scheme, the provisions of this Clause shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document, all of which instruments, deeds, and writings and the terms of sanction or issue of any security document shall stand modified and/or superseded by the foregoing provisions.

6. DIVESTMENT CONTRACTS:

6.1 Without prejudice to the generality of Clause 3 (Vesting of Divestment Business) above, upon the Scheme becoming effective, the Divestment Contracts shall stand transferred to and vested in the Transferee Company in the following manner, unless otherwise specifically provided under the Scheme:

6.1.1 Upon the Scheme becoming effective and subject to the other provisions contained in this Scheme, all Divestment Contracts entered into, subsisting or having effect immediately before the Effective

43

Date shall remain in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectively as if the Transferee Company instead of Transferor Company, had been a party thereto. The absence of any formal amendment which may be required by a third party to effect such transfer and vesting shall not affect the operation of the foregoing sentence.

6.1.2 Without prejudice to what is stated in Clause 6.1.1 above, upon the Scheme becoming effective, the Transferee Company shall, wherever necessary, enter into and/or execute deeds, writings, confirmations or novations to which the Transferor Company will, if necessary, also be a party in order to give formal effect to the provisions of this Clause.

7. ASSUMED LITIGATIONS:

7.1 Without prejudice to the generality of Clause 3 (Vesting of Divestment Business) above, upon the Scheme becoming effective, the Assumed Litigations shall stand transferred to the Transferee Company in the following manner:

7.1.1 Upon the Scheme becoming effective and subject to the other provisions contained in this Scheme, all the Assumed Litigations shall be enforced by or against the Transferee Company.

7.1.2 Upon the Scheme becoming effective and subject to the other provisions contained in this Scheme, the Transferee Company shall assume, and shall agree to pay, perform and discharge when due, all liabilities and obligations of the Transferor Company, related to or arising out of in any manner, the Assumed Litigations.

7.1.3 Upon the Scheme becoming effective, all the Excluded Litigations shall remain with the Transferor Company.

7.1.4 Upon the Scheme becoming effective, the Transferor Company and the Transferee Company shall, wherever necessary, enter into and/or execute all such documents as maybe necessary to give formal effect to the provisions of this Clause.

8. DIVESTMENT EMPLOYEES:

8.1 Without prejudice to the generality of Clause 3 (Vesting of Divestment Business) above, upon the Scheme becoming effective, the Divestment Employees shall stand transferred to the Transferee Company in the following manner:

8.1.1 The Divestment Employees shall become employees of the Transferee Company without any break or interruption of service and with the benefit of continuity of service on terms and conditions which are not less favourable than the terms and conditions as were applicable to such employees relating to the Divestment Business of the Transferor Company immediately prior to the transfer of the Divestment Business.

8.1.2 The Transferee Company agrees that the service of all Divestment Employees up to the Effective Date shall be taken into account for the purpose of all retirement benefits to which they may be eligible. The Transferee Company further agrees that for the purpose of payment of any retrenchment compensation, gratuity or other terminal benefits, such past service with the Transferor Company, shall also be taken into account and agrees and undertakes to pay the same as and when payable.

8.1.3 The Transferee Company shall make all the necessary contributions for such Divestment Employees, and deposit the same in provident fund, gratuity fund or superannuation fund or any other special fund or staff welfare scheme or any other special scheme. The Transferee Company will also file relevant intimations in respect of the Divestment Business with the statutory authorities concerned

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who shall take the same on record and substitute the name of the Transferee Company for the Transferor Company.

8.1.4 In so far as the existing provident fund, gratuity fund and pension and /or superannuation fund / trusts, retirement funds or employees state insurance schemes or pension scheme or employee deposit linked insurance scheme or any other benefits created by the Transferor Company for the Divestment Employees are concerned, such proportion of the funds, contributions to the funds or trusts or the scheme or the investments made into the funds, schemes or trusts relatable to the Divestment Employees as on the Effective Date, upon the Scheme becoming effective, shall be transferred to the necessary funds, schemes or trusts of the Transferee Company and till the time such necessary funds, schemes or trusts are created by the Transferee Company, all contributions shall continue to be made to the existing funds, schemes or trusts of Transferor Company and will be transferred to the funds, schemes or trusts once created by the Transferee Company.

9. FINAL PURCHASE CONSIDERATION:

9.1 The total lump sum consideration payable by the Transferee Company to the Transferor Company for the purchase of the Divestment Business (“Final Purchase Consideration”) on a slump sale basis, on the terms and conditions of this Scheme, shall be:

9.1.1 ` 2669,61,60,000 (Rupees two thousand six hundred sixty nine crores sixty one lakhs and sixty thousand) (“Purchase Consideration”);

9.1.2 plus, the Working Capital Adjustment (if the Working Capital set forth in the Final Completion Statement is greater than the Target Working Capital) or (ii) minus the Working Capital Adjustment (if the Working Capital set forth in the Final Completion Statement is less than the Target Working Capital), as the case may be;

9.1.3 plus/ minus the Capex Adjustment. It is clarified that the Transferee Company shall not be liable to reimburse the Transferor Company for incurring the capital expenditure committed in the Capex Plan.

10. CONDUCT OF DIVESTMENT BUSINESS TILL COMPLETION DATE:

10.1 On and from the Agreement Date and up to and including the Completion Date, the Transferor Company shall so far as permitted by Applicable Law carry on the Divestment Business in all material respects as a going concern in the ordinary course as carried on immediately prior to the Agreement Date. Notwithstanding the foregoing, but without limiting its generality, the Transferor Company covenants that it will comply with the provisions of clause 7.2 of the Implementation Agreement.

10.2 On and from the Agreement Date and up to and including the Completion Date, the Transferor Company shall use commercially reasonable efforts to, where required pursuant to Applicable Law or considered as being reasonably prudent (in the opinion of the Transferor Company), file applications to Governmental Authorities for relevant Governmental Authorisations or for approval of a court of law, tribunal or any other authorization, Approval, Consent or waiver of a third party (if applicable), in the name of and for the benefit of the Transferee Company.

10.3 No later than 10 (ten) Business Days prior to the Completion Date, the Transferor Company shall deliver to the Transferee Company, with reasonably detailed supporting information, a statement (“Proposed Completion Statement”) setting forth, as per Schedule 7 (Completion Statement), (i) a reasonable, good faith estimate of the Working Capital of the Divestment Business as of the Adjustment Time (“Estimated Working Capital Amount”), (ii) the amount of the capital expenditure actually incurred by the Transferor

45

Company, whether (a) towards the capital expenditure committed in the Capex Plan or (b) incurred by the Transferor Company with prior written consent of the Transferee Company from the Agreement Date; and (iii) the amount, computed as per the following formula, to be paid by the Transferee Company to the Transferor Company on the Completion Date (“Completion Date Payment”):

10.3.1 the Purchase Consideration;

10.3.2 (i) plus the Estimated Working Capital Adjustment (if the Estimated Working Capital Amount is greater than the Target Working Capital) or (ii) minus the Estimated Working Capital Adjustment (if the Estimated Working Capital Amount is less than the Target Working Capital);

10.3.3 plus/ minus the Capex Adjustment.

It is clarified that the Transferee Company shall not be liable to reimburse the Transferor Company for incurring the capital expenditure committed in the Capex Plan.

11. COMPLETION:

11.1 Completion shall be on a date mutually agreed between the Transferor Company and the Transferee Company but shall be no later than 20 (twenty) Business Days from the later of (a) the date of receipt of the High Court Order(s) sanctioning the Scheme (or the High Court Order(s) for granting extension of time or condonation of delay in or granting extension of time for filing e-form INC 28, if applicable); (b) fulfilment of the Regulatory Approvals; and (c) issue of Transferor CP Satisfaction Certificate in terms of the Implementation Agreement (“Completion Date”).

11.2 The activities/ matters contemplated under this Scheme to be completed on the Completion Date shall be deemed to occur simultaneously and no such activity/ matter shall be consummated, or be deemed to be consummated, unless all such activities/ matters have been consummated.

11.3 On the Completion Date, each of the following shall be simultaneously undertaken:

11.3.1 The Transferor Company and the Transferee Company shall each duly file e-form INC 28 on the website of the Ministry of Corporate Affairs;

11.3.2 The Transferee Company shall convene a meeting of its Board of Directors or committee of directors so authorised for declaring the effectiveness of the Scheme, and shall provide a certified true copy of the said resolution to the Transferor Company; provided that failure to hold such meeting will not render the Scheme ineffective;

11.3.3 The Transferor Company shall convene a meeting of its Board of Directors or committee of directors so authorised for declaring the effectiveness of the Scheme and shall provide a certified true copy of the said resolution to the Transferor Company; provided that failure to hold such meeting will not render the Scheme ineffective;

11.3.4 The Transferee Company shall pay to the Transferor Company an amount equal to the Completion Date Payment, in immediately available funds, in the designated bank account of the Transferor Company, details whereof shall be provided by the Transferor Company to the Transferee Company at least 5 (five) Business Days prior to the Completion Date;

11.3.5 The Divestment Business (including the Divestment Assets, the Divestment Liabilities, the Divestment Employees and the Assumed Litigations) and all rights, benefits and interest therein, shall stand transferred to the Transferee Company pursuant to the Scheme in the manner set out herein, free of any Encumbrance.

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11.3.6 The Transferor Company and the Transferee Company shall enter into separate lease agreements for:

(a) land admeasuring 1.292 hectares situated at Khasra No.1046 and 1047, village Naiparapur, Pergana, Tehsil Khairabad, district Sitapur;

(b) land admeasuring 2.6375 acres situated at Khewat/Khatauni No.883/1493 rectangle and Killa Nos.146/21/1(3-11), 193/1/1/1(3-12), 147/25(6-0), and 192/5/1(7-19) situated at Sunam-B, Tehsil Sunam, district Sangrur; and

(c) land admeasuring 0.798 hectares situated at Khasra Plot Nos. 514/1, 514/2 and 662, Village Ram Nagar Karjaha, Tappa-Patara, Pargana-Haveli, Tehsil Chowri-Chowra, District Gorakhpur.

whereby the Transferor Company shall lease out the abovementioned land parcels including the existing fittings and equipment thereat to the Transferee Company for a period of 10 (ten) years at nominal consideration of ` 1000 (Rupees one thousand) per annum for each parcel of land. The Transferee Company undertakes to maintain and preserve the aforesaid land parcels in the same condition as received by the Transferee Company from the Transferor Company, subject to reasonable wear and tear in the course of business. The Transferee Company shall hand over the same to the Transferor Company at the end of the 10 (ten) year period free of any Encumbrance created by the Transferee Company. It is clarified that the Transferee Company shall not be required to remove any Encumbrance existing on the Completion Date or not created by the Transferee Company.

The consummation of all the activities specified in this Clause 11.3 shall together constitute “Completion”.

11.4 With effect from the Completion Date, the Transferee Company shall pay, perform and discharge, when due, or cause to be paid, performed and discharged when due, all the Divestment Liabilities in relation to the period after the Completion Date.

12. POST COMPLETION ADJUSTMENT:

12.1 Within 10 (ten) days after the Completion Date, the Transferor Company shall present to the Transferee Company, a statement (“Preliminary Completion Statement”), with reasonably detailed supporting information, setting forth the actual amounts of the items set out in Clause 10.3 as on the Completion Date. The Transferee Company shall, in consultation with its advisors, conduct an audit of the Preliminary Completion Statement and within 30 (thirty) Business Days of the receipt of the Preliminary Completion Statement the Transferee Company shall communicate to the Transferor Company whether it agrees or does not agree with the Preliminary Completion Statement. In the event the Transferee Company (a) agrees with the Preliminary Completion Statement provided by the Transferor Company, it will so communicate to the Transferor Company within the period referred to above; (b) does not agree with the amounts mentioned in the Preliminary Completion Statement, the Transferee Company and the Transferor Company shall consult with each other to determine the actual amounts as on the Completion Date of the items set out in Clause 10.3 of this Scheme within 10 (ten) days or such other date as may be agreed between the Transferor Company and the Transferee Company of the Transferee Company communicating to the Transferor Company that it does not agree with the amounts mentioned in the Preliminary Completion Statement. The Transferor Company and the Transferee Company will record the actual amounts, as on the Completion Date, of the items set out in Clause 10.3 of the Scheme as determined under this Clause in the format at Schedule 7 (Completion Statement), which shall be the Final Completion Statement and the date of such recording shall be the Final Determination Date.

12.2 In the event, the Transferor Company and the Transferee Company are unable to agree on the amounts as on the Completion Date of the items set out in Clause 10.3 of this Scheme within the specified period, the

47

Transferee Company and the Transferor Company shall jointly engage the Independent Auditor within 5 (five) days, in compliance with the terms of reference for the Independent Auditor attached as Schedule 8 (Terms of Reference of the Independent Auditor), to conduct an audit of the Preliminary Completion Statement and determine the actual amounts as on the Completion Date of the items set out in Clause 10.3 of this Scheme within 20 (twenty) days from the date of appointment of the Independent Auditor or such other date as may be agreed between the Transferor Company and the Transferee Company. Such final determination, in the format at Schedule 7 (Completion Statement), shall be the Final Completion Statement. The date on which the Final Completion Statement is presented by the Independent Auditor shall be referred to as the “Final Determination Date”. During such review by the Independent Auditor, the Transferor Company and the Transferee Company shall each make available to the Independent Auditor access as required to, such individuals and such information, books and records as may be requested by the Independent Auditor to make its final determination.

12.3 Absent fraud, misconduct or manifest error, the Final Completion Statement determined by the Independent Auditor shall be conclusive and binding upon the Transferor Company and the Transferee Company.

12.4 The fees and disbursements of the Independent Auditor shall be borne by the Transferor Company and the Transferee Company in equal proportions.

12.5 The Independent Auditor shall act as an expert and not as an arbitrator.

12.6 If the Final Purchase Consideration calculated in accordance with the Final Completion Statement, exceeds the Completion Date Payment (such difference, the “Completion Underpayment”) by an amount equal to at least ̀ 10,00,000 (Rupees Ten Lakhs), the Transferee Company shall pay to the Transferor Company within 5 (five) Business Days of the Final Determination Date, an amount equal to the Completion Underpayment by wire transfer of immediately available funds to the designated bank account of the Transferor Company.

12.7 If the Final Purchase Consideration calculated in accordance with the Final Completion Statement, is less than the Completion Date Payment (such difference, the “Completion Overpayment”) by an amount equal to at least ` 10,00,000 (Rupees Ten Lakhs), the Transferor Company shall pay to the Transferee Company within 5 (five) Business Days of the Final Determination Date an amount equal to the Completion Overpayment by wire transfer of immediately available funds to a bank account designated in writing by the Transferee Company (such designation to be made at least 3 (three) Business Days prior to the day on which such payment is due).

12.8 For the avoidance of doubt, if the Completion Underpayment or the Completion Overpayment described in sub-clauses 12.6 or 12.7 above is less than ̀ 10,00,000 (Rupees Ten Lakhs), the Completion Date Payment shall not be adjusted and no payments shall be due under sub-clauses 12.6 and 12.7.

12.9 To the extent that any of the Transferor Company and the Transferee Company or any of their respective Affiliates have any obligation under this Scheme or under any other agreement to indemnify or to make any other payment (other than the Purchase Consideration), no amount with respect to a matter to which such obligation or payment relates shall be included in the calculation of the Proposed Completion Statement, the Preliminary Completion Statement or the Final Completion Statement. No amount with respect to a matter shall be included more than once in the calculation of the Proposed Completion Statement, the Preliminary Completion Statement or the Final Completion Statement.

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13. ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEROR COMPANY:

13.1 The Transferor Company shall account for the transfer and vesting of the Divestment Business by derecognising the carrying values of the Divestment Assets and Divestment Liabilities which cease to be the assets and liabilities of the Transferor Company as of the Appointed Date in accordance with applicable accounting standards.

13.2 The difference between the Final Purchase Consideration and the derecognised values referred to in Clause 13.1 above would be dealt with as per applicable accounting standards.

14. ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEREE COMPANY:

14.1 The Transferee Company shall account for the transfer and vesting of the Divestment Business as of the Appointed Date by recording the Divestment Assets and Divestment Liabilities taken over under the Scheme at their fair values in accordance with applicable accounting standards.

14.2 The difference, if any, between the Final Purchase Consideration paid and the fair value of the net assets (fair value of Divestment Assets less fair value of Divestment Liabilities) will be adjusted in the goodwill / capital reserve account, as the case may be, in accordance with the applicable accounting standards.

15. SAVING OF CONCLUDED TRANSACTIONS:

Nothing in the Scheme shall affect any transaction or proceeding already concluded by the Transferor Company in respect of the Divestment Business, to the end and intent that the Transferee Company shall accept and adopt all acts, deeds and things done and executed by the Transferor Company in regard to the Divestment Business as if it is done and executed by the Transferee Company itself.

PART – III

GENERAL TERMS AND CONDITIONS

16. AMENDMENT OF MEMORANDUM OF ASSOCIATION OF THE TRANSFEREE COMPANY

Clause III (A) (1) (main objects) of the memorandum of association of the Transferee Company shall, as a part of and, upon the coming into effect of this Scheme and without any further act or deed, be replaced by the following clause:

“To carry on in India and abroad the business of manufacturing, buying, storing, packing, re-packaging, marketing, distributing, transporting, converting, altering, trading in, and improving fertilizers of all forms including chemical, organic and inorganic fertilisers, and selling the same to wholesalers and retailers in India or abroad and rendering all forms of assistance with respect to fertilizers manufactured and sold in the field of agriculture”

It is clarified that for the purposes of this Clause 16, the consent of the shareholders of the Transferee Company to this Scheme shall be sufficient for the purposes of effecting the above amendment in the objects of the Transferee Company, and shall be deemed to include consent under any other provisions of the Act that may be applicable and no further resolution under any provision of the Act including Section 13 would be separately required.

17. OTHER BUSINESS:

17.1 Upon the Scheme coming into effect and with effect from the Effective Date, the Other Business and all the assets, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be managed by the Transferor Company.

17.2 All legal, taxation or other proceedings (whether civil or criminal including before any Governmental Authority) by or against the Transferor Company under any Applicable Laws whether pending on the

49

Effective Date or which may be instituted at any time, and in each case relating to the liability, obligation or duties of the Transferor Company in respect of the Other Business shall be continued and enforced, after the Effective Date, by or against the Transferor Company only.

18. APPLICATION TO HIGH COURT:

The Transferor Company and the Transferee Company shall, with all reasonable dispatch, make applications/ petitions to the High Court for sanctioning this Scheme under Sections 391 to 394 of the Act and other applicable provisions of the Act and for such other orders as the High Court may deem fit for bringing the Scheme into effect and all matters ancillary or incidental thereto.

19. MODIFICATION OR AMENDMENTS TO THE SCHEME:

19.1 Subject to Clause 19.4, the Transferor Company and the Transferee Company by their respective Boards of Directors or such other Person or Persons, as the respective Boards of Directors, may authorize, may make and/or consent to (i) any modifications / amendments to the Scheme (including but not limited to the terms and conditions thereof ); or (ii) to any conditions or limitations that the High Court or any other Governmental Authority may deem fit to direct or impose; or (iii) modification/ amendment which may otherwise be considered necessary, desirable or appropriate by them. No further approval of the shareholders or creditors of any of the Transferor Company or the Transferee Company shall be necessary for giving effect to the provisions of this Clause.

19.2 The Transferor Company and the Transferee Company, by their respective Boards of Directors or such other Person or Persons, as the respective Boards of Directors may authorize including any committee or sub committee thereof, shall be authorised to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or orders of any authorities or otherwise howsoever arising out of, or under, or by virtue of the Scheme and/or any matter concerned or connected therewith, including but not limited to any questions relating to whether any assets or liabilities of the Transferor Company are included in the definition of “Divestment Business”.

19.3 For the purpose of giving effect to this Scheme or to any modifications or amendments or additions thereto, the Representatives of the Transferor Company and the Transferee Company may jointly give and are hereby jointly authorised to determine and give all such directions as are necessary including directions for settling or removing any question of doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all parties, in the same manner as if the same were specifically incorporated in this Scheme.

19.4 Notwithstanding anything stated in Clauses 19.1, 19.2, and 19.3 hereinabove, no amendments or changes to the Scheme shall be carried out or be permissible unless and until the same are approved by the High Court before which the Transferor Company and the Transferee Company have filed the petition for sanctioning the Scheme.

20. CONDITIONALITY OF THE SCHEME:

20.1 The transfer of the Divestment Business to the Transferee Company shall require the following approvals, sanctions and consents (each a “Regulatory Approval”):

20.1.1 The Scheme being approved by the requisite majorities in number and value of such classes of persons including the shareholders and/or creditors of each of the Transferor Company and the Transferee Company, as may be required under Sections 391 and other relevant provisions of the Act;

20.1.2 The Stock Exchanges issuing their observation/ no-objection letters and SEBI issuing its comments on the Scheme, to the Transferor Company including comments/ approval after sanction of the

50

Scheme by the High Court, as required under regulation 37 of the Listing Regulations read with the SEBI Circular and regulation 11 and 94 of the Listing Regulations;

20.1.3 The Scheme being sanctioned by the High Court in terms of Sections 391 to 394 and/or all other relevant provisions of the Act;

20.1.4 The occurrence of the first of any of the following, if applicable: pursuant to the provisions of the Competition Act, 2002 of India and the rules and regulations thereunder including the Competition Commission of India (Procedure in Regard to the Transaction of Business Relating to Combinations) Regulations, 2011 (“Combination Regulations”), the CCI (or any appellate authority in India having appropriate jurisdiction) having either (i) granted approval to the Scheme in form and substance reasonably acceptable to the Transferor Company and the Transferee Company, or (ii) been deemed to have granted approval to the Scheme through the expiration of time periods available for their investigation and any period of limitation for filing an appeal therefrom having elapsed; and

20.1.5 The transaction contemplated under this Scheme being approved by the competition authorities of Ukraine, if applicable.

21. OPERATIONALIZATION OF THE SCHEME:

This Scheme shall become effective with effect from the Appointed Date.

22. EFFECT OF NON-RECEIPT OF SANCTIONS:

22.1 In the event any of the conditions stipulated in Clause 20 (Conditionality of the Scheme) are not satisfied prior to the Long Stop Date or within such further period as may be mutually agreed upon between the Transferor Company and the Transferee Company through their respective Boards of Directors (which Boards of Directors are hereby empowered and authorized to agree to from time to time without any limitation), this Scheme shall stand revoked, cancelled. In such an event, each party shall bear and pay its respective costs, charges and expenses for and in connection with the Scheme.

22.2 The Boards of Directors of the Transferor Company and the Transferee Company, shall be entitled to withdraw this Scheme prior to the Effective Date. It is hereby clarified that notwithstanding anything to the contrary contained this Scheme, neither the Transferor Company, nor the Transferee Company, shall be entitled to withdraw the Scheme unilaterally without the prior written consent of the other.

23. SEVERABILITY:

23.1 If any part of this Scheme is invalid, ruled illegal by any Court of competent jurisdiction, or unenforceable under present or future laws, then it is the intention of the Transferor Company and the Transferee Company that such part shall be severable from the remainder of the Scheme. Further, if the deletion of such part of this Scheme may cause this Scheme to become materially adverse to the Transferor Company and/ or the Transferee Company, then in such case the Transferor Company and/ or the Transferee Company shall attempt to bring about a modification in the Scheme, as will best preserve for the Transferor Company and the Transferee Company the benefits and obligations of the Scheme, including but not limited to such part.

23.2 If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to the mutual agreement of the Transferor Company and the Transferee Company, affect the validity or implementation of the other parts and/or provisions of this Scheme.

23.3 The non-receipt of any sanctions or approvals for a particular asset or liability forming part of any of the Divestment Business getting transferred pursuant to this Scheme, shall not affect the effectiveness of the other parts of the Scheme.

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24. COST, CHARGES AND EXPENSES:

24.1 The Transferor Company and the Transferee Company shall bear their respective taxes in respect of the transfer of Divestment Business in accordance with this Scheme and the transactions hereby contemplated. The Transferor Company and the Transferee Company shall bear their own respective legal, accounting, professional and advisory fees, commissions, and other costs and expenses incurred by it in connection with this Scheme and the transactions thereby contemplated.

24.2 The Transferee Company shall be liable and responsible for the payment of all stamp duty and registration charges with respect to the transfer of the Divestment Business including any Divestment Assets.

25. NO CAUSE OF ACTION

No third party claiming to have acted or changed his position in anticipation of this Scheme taking effect, shall get any cause of action against the Transferor Company or the Transferee Company or their directors or officers, if the Scheme does not take effect or is withdrawn, amended or modified for any reason whatsoever.

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ibut

aries

fro

m p

ollu

tion

by in

dustr

ies

and

mun

icipa

lities

in th

e ga

nga b

asin

. The

Supr

eme

Cour

t had

pas

sed

Judg

men

t an

d Or

der d

ated

22/0

9/19

87

and

has i

ssue

d di

rect

ions

an

d m

onito

ring

prog

ress

of

pollu

tion

cont

rol m

easu

res i

n ga

nga b

asin

. In 20

14 vi

de an

or

der d

ated

29.10

.2014

the

Supr

eme C

ourt

trans

ferre

d th

e mat

ters

to th

e Nat

iona

l Gr

een T

ribun

al (N

GT) f

or

furth

er ac

tion

and

mon

itorin

g of

pro

gres

s. NG

T has

inte

ralia

di

rect

ed th

e CPC

B an

d UP

PCB

to fil

e a lis

t of p

ollu

ting

indu

stries

and

othe

r pol

lute

rs an

d no

tify s

uch

pollu

ters/

indu

stries

to fil

e the

ir sa

y, if

any.

UPPC

B ha

s filed

the l

ist o

f po

llutin

g in

dustr

y and

liste

d TC

L, Ba

brala

also

as a

pollu

ting

indu

stry.

TCL b

eing

a Zer

o effl

uent

indu

stry w

ith co

ntro

l eq

uipm

ent a

nd m

onito

ring

syste

m in

stalle

d wi

ll file

its

objec

tion.

Ea

rlier

the b

ench

ha

s ask

ed th

e UP

PCB

to su

bmit

a det

ailed

repo

rt pr

ovid

ing

deta

ils

of p

ollu

ting

indu

stries

and

deta

ils o

f citi

es

and

town

s fro

m

which

rive

r gan

ga

or it

s trib

utar

ies

are p

assin

g th

roug

h wi

th

deta

ils o

f sou

rce o

f dr

ainag

e to

them

fro

m su

ch to

wns

and

cities

. It h

as

been

appr

ised

that

UPP

CB h

as

filed

the l

ist

wher

ein n

ame o

f TC

L is a

ppea

ring.

Objec

tions

will

be p

repa

red

and

filed

bef

ore t

he

auth

ority

.

NA

Pend

ing

0Ag

ainst

Com

pany

17Em

ploy

ee

Com

pens

atio

n Ac

t, 192

3

Omwa

ti Vs (

1) G

ener

al m

anag

er

TCL (

Mah

a Pra

bhan

dak)

TCL

Babr

ala D

ist Sa

mbh

al (2

) Co

ntra

ctor

/Em

ploy

er A

NS

Com

pany

TCL B

abra

la

Wor

kmen

co

mpe

nsat

ion

No. 1

92/2

015

Assis

tant

La

bour

co

mm

issio

ner

6/11

/201

5Ap

plica

tion

has b

een

filed

by

the l

egal

heirs

of e

mpl

oyee

of

hor

ticul

ture

cont

ract

or

for c

ompe

nsat

ion

alleg

ing

deat

h du

ring

the c

ourse

of

empl

oym

ent.

2/7/

2016

TCL w

ill fil

e its

objec

tions

on

mer

its.

Spec

ific

FIVE L

AKH

Pend

ing

5000

00Ag

ainst

Com

pany

57

Sr.

No.

Unde

r Act

Parti

esCa

se Ty

peCo

urt /

Foru

mCa

se Fi

led

On

Date

Fact

sNe

xt

Hear

ing

date

Stag

eCl

aim

Clai

m R

emar

kSt

atus

Clai

m

Amou

ntLi

tigat

ion

By / A

gain

st

Com

pany

18Ci

vil Pr

oced

ure

Code

1908

Mak

han

Singh

& o

ther

s Vs

Colle

ctor

Bad

aun

& ot

her

Vouc

her

Appl

icatio

n No

. 16

/200

8

Addl

. Dist

rict

& Se

ssio

ns

Judg

e

1/4/

2001

- Spe

cial L

and

Acqu

isitio

n offi

cer (

SLAO

) pas

sed

the a

cqui

sitio

n aw

ard/

com

pens

atio

n on

20/0

3/19

87. -

Bein

g ag

griev

ed b

y the

awar

d/co

mpe

nsat

ion

of SL

AO 40

land

re

fere

nces

wer

e ref

erre

d to

th

e Cou

rt of

Add

ition

al Di

strict

an

d Se

ssio

n Co

urt, B

adau

n in

th

e yea

r 198

8. - H

on’b

le Co

urt

revis

ed th

e com

pens

atio

n by

in

crea

sing

by ju

dgem

ent a

nd

orde

r dat

ed 20

/07/

1989

. - TC

L ch

allen

ged

the j

udgm

ent

and

orde

r of lo

wer c

ourt

by

filin

g fir

st ap

peal.

By m

istak

e on

ly 39

first

appe

als w

ere

filed

inste

ad o

f 40.

- Afte

r ab

out 1

1 yea

rs (b

ut w

ithin

the

perio

d of

limita

tion)

dec

ree

hold

er fil

ed th

e exe

cutio

n ap

plica

tion

in th

e yea

r 200

1 to

enfo

rce t

he d

ecre

e. - O

n th

e app

licat

ion

of th

e dec

ree

hold

er o

rder

was

pas

sed

on 02

/12/

2006

to p

ay th

e de

cret

al am

ount

. - TC

L filed

FA

bear

ing

no 62

/200

7 (de

fect

ive

appe

al) ch

allen

ging

ther

ein

the j

udge

men

t & o

rder

dat

ed

20/0

7/19

89. -

In co

mpl

iance

of

the o

rder

pas

sed

in ex

ecut

ion

appl

icatio

n TCL

dep

osite

d th

e ent

ire d

ecre

ed am

ount

via

DD

amou

ntin

g to

rupe

es

8291

37/-

on 19

Jan,

2008

. - Vo

uche

r app

licat

ion

filed

by

the a

pplic

ant t

o wi

thdr

aw th

e m

oney

. - Ob

jectio

n by

TCL

requ

estin

g th

e Hon

’ble

cour

t no

t to

disb

urse

the a

mou

nt

till t

he fin

al di

spos

al of

the

FA p

endi

ng b

efor

e the

Hig

h Co

urt. -

Till d

ate a

pplic

atio

n is

not d

ecid

ed.

02-0

7-20

16Vo

uche

r ap

plica

tion

filed

by

the a

pplic

ant

to re

lease

the

paym

ent y

et to

be

decid

ed.

NA

Pend

ing

0Ag

ainst

Com

pany

58

SCHEDULE 2 CAPEX PLAN

Amount proposed to be spent on Capital items from June 2016 to June 2017

Sr. No.

Project Title Total Cost of the Project

(` Crs)

Category Urea

Upto May 16

June 16 to June 17

1 On-off Valve for SSF in Cooling Tower 0.1000 Maintenanace 0.10

2 VFD installation in 58 MK1 compressor 0.1500 Improvements/ Upgradations

0.15

3 Revamping of Cathodic protection system in ammonia, urea & off-site plant

0.9500 Improvements/ Upgradations

0.92

4 Installation of heater in dehumidifying system, 0.1500 Improvements/ Upgradations

0.15

5 Replacement of Analyser shelter (Packaged AC) 0.20 Improvements/ Upgradations

0.20

6 Procurement of AC compressor for CCR - 2 Nos 0.045 Maintenanace 0.05

7 Resin for WBA-D 0.2700 Maintenanace 0.27

8 Resin for PCC-C 0.0650 Maintenanace 0.07

9 Resin for MB-E 0.1050 Maintenanace 0.11

10 Water testing Equipment for Lab - Turbidity Meter -Flame Photometer

0.0120 Maintenanace 0.01

11 Volumetric analysis equipments for Lab -Auto Titrator -KF Titrator -Digital Burettes

0.1550 Maintenanace 0.16

12 Gas Flow Meter (02 Nos.) for Lab 0.016 Maintenanace 0.02

13 Hot Plate for Lab 0.005 Maintenanace 0.01

14 Flame Proof Vacuum Pump (Portable Type) for Lab 0.01 Maintenanace 0.01

15 Replacement of P-19 pump 0.10 Maintenanace 0.10

16 DCS Up gradation (Phase-II) 9.000 Maintenanace 8.360 0.05

17 Up gradation of Belt Conveyor from Urea plant to PPP 4.000 Improvements/ Upgradations

3.360 0.50

18 Replacement of up-graded Ammonia Condenser (E-510)-3 nos

8.500 Improvements/ Upgradations

0.000 1.50

19 Energy Meter for Effluent Treatment-3 Nos. 0.0200 Maintenanace 0.0000 0.02

20 Online display board at Factory main gate 0.1500 Maintenanace 0.0000 0.15

21 Audiometry sound proof booth 0.0160 Maintenanace 0.0000 0.02

22 397 Nos Street light up gradation to LED. (phased out in 03 years)

0.6800 Improvements/ Upgradations

0.0000 0.16

23 228 Nos CCR lights up gradation to LED 0.0700 Maintenanace 0.0000 0.07

24 Replacement of Effulent water header line (Between GP to Monitorig pond) - 1000 mt - 6” line

0.60 Maintenanace 0.00 0.60

25 New Wet Dedusting System in Urea Plant 1.20 Improvements/ Upgradations

0.00 1.20

26 Upgradation of 300 MR effluent line from DM Plant to ETP from MSRL to CPVC

0.25 Improvements/ Upgradations

0.00 0.25

27 Replacement of Horticulture line segment in town ship area (1250 Mtr near School & DBs)

0.90 Maintenanace 0.00 0.90

28 Replacement of Fire water line in Ammonia Plant 0.25 Maintenanace 0.00 0.25

59

Sr. No.

Project Title Total Cost of the Project

(` Crs)

Category Urea

Upto May 16

June 16 to June 17

29 DCP Extinguisher (Cartridge Type & Cap. - 6 Kg)- 200 Nos., CO2 Extinguisher (40 Nos. (Cap.- 22.5 Kg), 25 nos. (Cap.-4.5 kg), 15 Nos. (Cap.- 2 Kg) (Total 280 Nos))

0.3000 Maintenanace 0.0000 0.30

30 Hydro jetting suit (02 Nos.) 0.0400 Maintenanace 0.0000 0.04

31 Nomex Suit (02 nos.) 0.0300 Maintenanace 0.0000 0.03

32 Aluminized fire proximity suit (03 Nos.) 0.0300 Maintenanace 0.0000 0.03

33 Rescue Dummy (01 Nos.) 0.0160 Maintenanace 0.0000 0.02

34 Portable Detector 04 (LEL - 2, Chlorine - 1, H2 CO -01) 0.0300 Maintenanace 0.0000 0.03

35 Fast-Act Extinguisher (Toxic Chemical Vapour Neutralisation) - 04 Nos.

0.0160 Maintenanace 0.0000 0.02

36 Vented Chemical Storage Cabinet for Lab 0.02 Maintenanace 0 0.02

37 Air / Emission, Workplace monitoring equipment for Lab

0.025 Maintenanace 0 0.03

38 On-line monitoring system (Gaseous) 1.000 Improvements/ Upgradations

0.000 1.00

39 Cooling Tower Sulphuric Acid System upgradation 0.120 Improvements/ Upgradations

0.000 0.12

40 Replacement of higher capacity De-dusting blower for Urea Plant

0.250 Improvements/ Upgradations

0.000 0.25

41 Replacement of Television - 5 Nos for Guest House 0.0200 Maintenanace 0.000 0.02

42 Grinder for Labour Canteen 0.0030 Maintenanace 0.000 0.00

43 Replacement of Cooking Range for DB 0.0060 Maintenanace 0.000 0.01

44 Motor Bike - 2 Numbers for Security Use 0.0120 Maintenanace 0.000 0.01

45 Cooking range and chimney for labour canteen 0.0150 Maintenanace 0.000 0.02

46 Furniture for Admin use in plant 0.1500 Maintenanace 0.000 0.15

47 Phase wise Replacement of Phase-4 ceiling fan 360 Nos (phased out in 03 years)

0.0900 Maintenanace 0.000 0.03

48 Mechanization of Cl2 tonner handling system 0.20 Maintenanace 0.000 0.20

49 Replacement of 44”HP Scanner 0.0800 Maintenanace 0.000 0.08

50 Tube-well - 1 no 0.4800 Maintenanace 0.000 0.48

51 Turn out for Railway siding (1 in 852 kg/M) - 2 sets 0.7000 Improvements/ Upgradations

0.000 0.70

52 Xerox Multifunction Machine for school 0.0200 Maintenanace 0.000 0.02

53 Dome Climber for school 0.0070 Maintenanace 0.000 0.01

54 CCTV for school 0.0600 Maintenanace 0.000 0.06

55 Construction of labour toilet at other side of bagging plant

0.085 Maintenanace 0.000 0.09

56 Internal: Minor Capital Schemes 1.00 Improvements/ Upgradations

0.00 0.80

Total 32.77 11.72 12.51

60

SCHEDULE 3 CURRENT ASSETS, CURRENT LIABILITIES & NON CURRENT ASSETS

Current assets

INR in million 30-Jun-16

Inventories 1,161.9

Trade receivables 8,658.6

Short-term loans and advances 117.0

Total 9,937.5

Source: Trial Balance as on 30th June, 2016

Inventories

INR in million 30-Jun-16

Raw materials 46.9

Manufactured finished goods* 929.08

Stores and spare parts, packing materials 185.9

Total 1,161.9

Source: Trial Balance as on 30th June, 2016

* Includes WIP ` 47.8 million

Trade receivables

INR in million 30-Jun-16

Subsidy 8,250.0

Other debtors* 413.5

Provision for doubtful debtors (4.9)

Total 8,658.6

Source: Trial Balance as on 30th June, 2016

* Excluding amount of ` 7.48 million receivable from Notore

Short term loans and advances

INR in million 30-Jun-16

Deposits with Government, public bodies and others 78.55

Advances recoverable in cash or kind 31.02

Advances to suppliers 5.64

Advances to employees 1.80

Total 117.0

Source: Trial Balance as on 30th June, 2016

61

Current liabilities

INR in million 30-Jun-16

Trade payables 666.8

Other current liabilities 522.9

Short-term provisions 101.2

Total 1,290.9

Source: Trial Balance as on 30th June, 2016

Trade payables

INR in million 30-Jun-16

Creditors for supplies/services 651.6

Other payables 15.2

Total 666.8

Source: Trial Balance as on 30th June, 2016

Other current liabilities

INR in million 30-Jun-16

Market incentive provisions 22.6

Deposits from customers 158.3

Advances received from customers 162.0

Creditors for statutory dues 100.4

Creditors for capital goods 10.5

Other liabilities 69.1

Total 522.9

Source: Trial Balance as on 30th June, 2016

Short term provisions

INR in million 30-Jun-16

Privilege leave 61.0

Sick leave 39.6

Long service award 0.5

-

Total* 101.2

Source: Trial Balance as on 30th June, 2016

* Excluding ` 22.9 million of indirect tax cases not being transferred

1. The above schedules do not include any amount on account of short term borrowings, proposed dividend and inter company balances

2. Creditors for capital goods will not be considered as part of working capital

62

Non-current assets

INR in million 30-Jun-16

Tangible assets 5,401.4

Capital work-in-progress 3.4

Long-term loans and advances 9.4

Total 5,414.3

Source: Trial Balance as on 30th June, 2016

Long term loans and advances

INR in million 30-Jun-16

Capital advances

Security deposits (with Government, public bodies and others)

Advances to employee 8.2

Advances recoverable in cash/kind (including deposits) 1.2

Total 9.4

Source: Trial Balance as on 30th June, 2016

SCHEDULE 4 DIVESTMENT LIABILITIES

Divestment liabilities

INR in million 30-Jun-16

Current liabilities 1,290.9

Non-current liabilities 44.1

Total 1,335.0

Contingent liabilities 1,915.3

Source: Trial Balance as on 30th June, 2016

Contingent liabilities

INR in million 30-Jun-16

Sales tax -

Labour & other legal 9.0

Letter of credit 1,906.3

Total 1,915.3

Source: Management information

63

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ffice

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in TC

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ta C

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it Kr

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r Div

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uit h

as b

een

filed

by

the

plai

ntiff

for

reco

very

of d

ues.

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ct

cont

ract

of t

he p

lain

tiff

was

term

inat

ed fo

r br

each

of t

he te

rms a

nd

cond

ition

s exe

cute

d be

twee

n de

fend

ant a

nd

plai

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Obj

ectio

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r pr

epar

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1 to

5 L

acPe

ndin

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ta C

hem

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Lega

l

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ent o

f Gr

atui

ty A

ctCh

unni

vs T

ata

Chem

ical

s Pa

ymen

t of

Grat

uity

Act

Cont

rolli

ng

Auth

ority

, M

orad

abad

ex

em

ploy

ee o

f m

echn

ical

cont

ract

or

has fi

led

an a

pplic

atio

n be

fore

the

Cont

rolli

ng

Auth

ority

, Mor

adab

ad

unde

r the

pay

men

t of

grat

uity

act

clai

min

g gr

atui

ty.

Obj

ectio

ns to

be

file

d by

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No.

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y-Un

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ark

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ount

(IN

R M

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ta C

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Lega

l

O

mw

ati w

/o

Late

Ram

saha

y v/

s TCL

&

anot

her

Empl

oyee

s Co

mpe

n-sa

tatio

n Ac

t

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oyee

s Co

mpe

nsat

ion

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miss

ione

r, M

orad

abad

Ap

plic

atio

n ha

s bee

n fil

ed b

y le

gal h

eirs

of

empl

oyee

of c

ontra

ctor

fo

r com

pens

atio

n al

legi

ng d

eath

dur

ing

the

cour

se o

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ta C

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Lega

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ar

Shar

ma

vs Ta

ta

Chem

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s &

anot

her

Paym

ent o

f Gr

atui

ty A

ctCo

ntro

lling

Au

thor

ity,

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adab

ad

Ex

-em

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ee o

f ers

twhi

le

elec

trica

l con

tract

or

has fi

led

an a

pplic

atio

n be

fore

the

Cont

rolli

ng

Auth

ority

, Mor

adab

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unde

r the

pay

men

t of

grat

uity

act

clai

min

g gr

atui

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ectio

ns to

be

file

d by

TCL

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0Pe

ndin

g0.

08

10Ta

ta C

hem

ical

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Lega

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t Pus

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ut v

/s TC

L &

anot

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oyee

s Co

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n-sa

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n Ac

t

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s Co

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miss

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r, M

orad

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atio

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s bee

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gal h

eirs

of

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oyee

of c

ontra

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fo

r com

pens

atio

n al

legi

ng th

at th

eir

son

has d

ied

due

to

acci

dent

in th

e co

urse

of

empl

oym

ent.

pend

ing

Pend

ing

2.00

Tota

l

9.0

66

Current liabilities

INR in million 30-Jun-16Trade payables 666.8Other current liabilities 522.9Short-term provisions 101.2Total 1,290.9

Source: Trial Balance as on 30th June, 2016

Trade payables

INR in million 30-Jun-16Creditors for supplies/services 651.6Other payables 15.2Total 666.8

Source: Trial Balance as on 30th June, 2016

Other current liabilities

INR in million 30-Jun-16Market incentive provisions 22.6Deposits from customers 158.3Advances received from customers 162.0Creditors for statutory dues 100.4Creditors for capital goods 10.5Other liabilities 69.1Total 522.9

Source: Trial Balance as on 30th June, 2016

Short term provisions

INR in million 30-Jun-16Privilege leave 61.0Sick leave 39.6Long service award 0.5Total 101.2

Source: Trial Balance as on 30th June, 2016

1. The above schedules do not include any amount on account of short term borrowings, proposed dividend and inter company balances

2. Creditors for capital goods will not be considered as part of working capital

Non-current liabilities

INR in million 30-Jun-16Long-term provisions 44.1Total 44.1

Source: Trial Balance as on 30th June, 2016

Long term provisions

INR in million 30-Jun-16Long Service Award 7.6Gratuity 10.9

67

INR in million 30-Jun-16Family Benefit Scheme 25.6Total 44.1

Source: Trial Balance as on 30th June, 2016

SCHEDULE 5 DIVESTMENT REAL ESTATE

A. Leasehold Land

Plot No. A admeasuring 1519.79 acres at Industrial Area Babrala, District Badaun, Tehsil Gunoor, Uttar Pradesh.

B. Freehold Land

Sr. No.

Description of Property Area Vendor Details of Instrument

Registered Stamped

1. Land situate at Khasra Plot No.382/1 (part), Village Mankapur, Tehsil and District Badaun

13,558.5 sq. mts. Shri Keshav Krishna Goyal

Sale Deed dated April 4, 1996

Registered Stamped for ` 1,57,325/-

2. Land situate at Khasra No. 396, Village Lalpur Hameer, Pargana and Tehsil Bilari, District Moradabad

4,360 sq. mts. Shri Abdul Waris Sale Deed dated July 30, 1997

Registered Stamped for ` 73,500/-

3. Land situate at Khasra No.662, Village Ujrai, Tehsil, Etmadpur District, Agra

5 bighas 15 biswas and 11 biswansi

Shri Jhajhan Lal, Sriniwas and Suresh

Sale Deed dated August 8, 1997

Registered Stamped for ` 1,97,051/-

4. Land situate at Khasra Nos.496, 485M and 505, Village Bhedpur, Paragana Jamaur, Tehsil Sadar, District Shahjahanpur

1.367 hectares Smt. Rama Devi Gupta

Sale Deed dated February 20, 1998

Registered Stamped for ` 2,00,450/-

C. Leasehold Premises

Sr. No.

Description of Premises Area Vendor Details of Instrument

Registered Stamped

1. Premises B1/1, 2nd Floor, Deep Lok, Mahanagar Extension, Lucknow (Uttar Pradesh)

1,250 sq. ft. Mr. Deepak Marwah and Mr. Alok Marwah

Lease deed dated October 9, 2013

Not registered

Stamped for ` 100/-

2. Premises at ground floor, Plot No. 373A, Nageshwar Colony, Boring Road, Patna - 1

1,800 sq. ft. Mrs. Renu Thakur Lease deed (December 2014)

Not registered

Stamped for ` 1000/-

3. Premises at Plot No. 302 at Agarwal Flats, Agarwal Dharan Kanta, Bypass Road, Bisalpur Chauraha, Barielly

2,300 sq. ft Pankaj Kumar Agarwal HUF

Lease dated July 1, 2015

Not registered

Stamped for ` 100/-

4. Premises at SCO 121-122-123, Sector 34-A, Chandigarh

650 sq. ft. DLG Builders Private Limited

March 26, 2003 as latest extended vide letter dated November 1, 2013

Not registered

Stamped for ` 10/-

5. Premises at Padam Business Park Plaza Office, 312, 3rd Floor, Plot No. Ins 1, Sector 12A, Sikandara Avas Vikas Yojna, Agra – 282004

850 sq. ft. Mr. Uday Kumar Agarwal

July 20, 2011 as latest extended vide letter dated May 28, 2015

Not registered

Stamped for ` 10/-

68

SCHEDULE 6 EXCLUDED ASSETS

1. Other Business (including for the avoidance of doubt, the business of the Transferor Company and its Affiliates conducted by and through the Haldia Plant and the Trading Business).

2. Aligarh (Freehold):

(i) 1/9th share of agricultural land admeasuring 2.902 hectares (equivalent to 0.3224 hectares), situate at Khasra No.251, Village Bhartari, Pergana and Tehsil Koil, District Aligarh, by and under registered Sale Deed dated November 26, 1997; and

(ii) Agricultural land situate at Khasra No.18 (admeasuring 1.565 hectares) and Khasra No.19 (admeasuring 0.288 hectares), collectively admeasuring 1.853 hectares), Village Bhankri Khas, Pergana, Tehsil Koil, District Aligarh, by and under registered Sale Deed dated November 26, 1997

3. Marble Arch (Freehold): Residential premises located in the building known as ‘Marble Arch’, situate at 9, Prithviraj Road, New Delhi – 110 011, including flat number C-2, C-4, and C-6 by and under 3 (three) simultaneously executed Agreements for Sale dated February 26, 1986 executed between various entities of the Tata Group (which was subsequently transferred to the Transferor Company) and Ramesh Apartments (Delhi) Private Limited;

4. NOIDA (Freehold)

(iii) Office space admeasuring 962.62 sq. mts. in the building known as ‘The Corenthum’ situate at Sector 62, Noida, by and under Transfer Deed dated October 19, 2012 executed between DMG Finance & Investments Private Limited and the Transferor Company; and

(iv) Office space admeasuring 962.62 sq. mts. In the building known as ‘The Corenthum’ situate at Sector 62, Noida, by and under Transfer Deed dated October 19, 2012 executed between Emtech Solutions Private Limited and the Transferor Company.

5. All cash and cash equivalents, bank accounts and deposits, marketable securities, and Investments of any type;

6. Any receivable (including any amount or enhancement of the amount of subsidy, grant or reimbursement) in relation to the period before Completion Date, where the Transferor Company’s entitlement of such receivable was or is contested, disputed or not accepted by the Person authorised or entitled to authorise or approve the grant or release of such receivable to the Transferor Company and where the Transferor Company had not provided for such receivable in its books of account and consequently not included in the Divestment Business;

7. Any receivable (including any amount or enhancement of the amount of subsidy, grant or reimbursement) in relation to the period before Completion Date, which is in excess of amount actually claimed by the Transferor Company or in excess of an amount provided for in the books of account of the Transferor Company;

8. All causes of action, lawsuits (other than Assumed Litigations), judgments, claims and demands of any nature and all other claims or rights against Third Parties (other than rights under the Divestment Contracts for products sold or services performed after the Completion Date), and all proceeds of any of the foregoing;

9. All properties and assets of every kind, nature and description, whether real, personal or mixed, whether tangible or intangible, and wherever situated, used by the Transferor Company or any of its Affiliates in connection with, or otherwise related or historically allocable to, any Other Business;

10. All corporate and constitution documents, taxpayer and other identification numbers, seals, minute books, stock transfer books and other documents relating to the organization, maintenance and existence of the Transferor Company or any of its Affiliates;

11. All refunds or claims for refunds due from central, state, local and foreign taxing authorities with respect to Taxes paid (including where paid under protest) or to be paid by the Transferor Company or any of its Affiliates in relation the Divestment Assets;

12. Any inventories other than Transferring Inventory and labels and pre-printed packaging, in each case relating to products or otherwise, and owned by the Transferor Company or any of its Affiliates;

13. All insurance policies;

14. All rights of indemnification, insurance proceeds, claims against insurers, and similar rights related to any matters occurring on or before the Completion Date;

69

15. All ledgers (except those dealing exclusively with the Divestment Business), journals (except those dealing exclusively with the Divestment Business), tax returns (other than returns for indirect taxes which are specifically related to the Divestment Business);

16. All rights to intellectual property belonging to the Transferor Company or its Affiliates including the Tata Name;

17. All rights of Transferor Company and its Affiliates under the Implementation Agreement, the other transaction documents or the confidentiality agreement dated July 14, 2015 by and between the Transferor Company and the Transferee Company;

18. All real property owned or leased by the Transferor Company or any of its Affiliates excluding the Divestment Real Estate;

19. All other properties, assets (real, personal or moveable, tangible or intangible), contracts and rights that are not expressly included in the Divestment Assets; and

20. The hedge instruments to cover the forex risk on the acceptances in the form of supplier credits in relation to the Divestment Business.

SCHEDULE 7 COMPLETION STATEMENT

Table A. Working capital adjustment

Date: DDMMYYYYAmount in INR BabralaCurrent AssetsInventoryReceivablesShort-term loans and advances (including other current assets)Non-current assetsLong-term loans and advances (1)

Sub total -Current Liabilities (2)Trade payablesOther current liabilities (3)Short-term provisionsNon-current liabilitiesLong-term provisionsOther non-current liabilities

Sub total -Net working capital -Less: Targeted Working CapitalWorking Capital Adjustment -

Notes:

Cash and bank balances and short term borrowings are not to form part of the above computation.(1) Long-term loans and advances will is part of Non-Current Assets and will be included in the Completion Statement as

the only item within Non-Current Assets.(2) Current Liabilities means, as of any specified date, all such liabilities relating or assigned to the Divestment Business,

which are customarily called current liabilities under the Indian GAAP. Such statements as of June 30, 2016 are set out in Schedule 3.

(3) Other current liabilities shall exclude creditors for capital goods, as this is adjusted for under Table B.(4) Current liabilities shall exclude the provisions towards tax litigation.

70

Table B. Capex adjustment

Date: DDMMYYYYAmount in INR BabralaAmount as per Capex Plan (1)+/ - Agreed changes to the CAPEX Plan, approved by the Transferee CompanyAdjusted Capex Plan (2)Less: Capital work-in-progressPlus: Creditors for capital goodsLess: Additional capital expenditure incurred by the Transferor Company with prior written consent of the Transferee CompanyLess: the cost of items on the Adjusted Capex Plan incurred and completed by the Transferor Company between Agreement Date and CompletionCapex adjustment (3) -

Notes:

(1) Capex Plan means for the purposes of the above statement, is the Capex Plan as defined in the Scheme.

(2) Adjusted Capex Plan for the purposes of the above statement, is the Adjusted Capex Plan as defined in the Scheme.

(3) Capex adjustment for the purposes of the above statement, the Capex Adjustment as defined in the Scheme.

SCHEDULE 8 TERMS OF REFERENCE OF THE INDEPENDENT AUDITOR

The following terms of reference shall be binding on the Independent Auditor appointed by the Transferor Company and the Transferee Company:The overall objective of the Independent Auditor’s verification will be to conduct a audit as required to settle the disputes between the Transferor Company and the Transferee Company, and as required (i) verify the Preliminary Completion Statement and (ii) certify the capital expenditure amount provided by the Transferor Company. The deliverable of the Independent Auditor’s verification/certification in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes and Standards on Auditing issued by the Institute of Chartered Accountants of India will be the (i) Final Completion Statement duly approved by it and an audit opinion that the Working Capital specified therein is true and fair, and the (ii) capital expenditure amount claimed to be spent by the Transferor Company duly approved by it and an opinion that the capital expenditure amount is true and fair. The terms of the Independent Auditor’s appointment and the aforesaid deliverables shall include, the following:l Ensure that the Working Capital as at the Completion Date as set forth in the Preliminary Completion Statement

and the amount of capital expenditure has been accurately calculated in accordance with the definitions and related calculation schedules contained in the Scheme.

l Ensure that the amounts used in the calculation of the Working Capital and capital expenditure as at the Completion Date is in agreement with the books of account of the Transferor Company and do not contain misstatements or omissions. The Independent Auditor shall carry out the physical verification of inventory, including stores and spares, at the plants in the presence of representatives of the Transferor Company and the Transferee Company as at the Completion Date and corroborate the results of physical verification with the inventory, including stores and spares, at the plants used in calculation of Working Capital in the Preliminary Completion Statement.

l The Independent Auditor shall verify a representative sample of receivables including outstanding urea subsidy receivable, and ensure that the allowance for doubtful debt is accurately calculated, and that Completion Statement accurately represent the receivables, as per Indian accounting rules and policies. It is clarified that this we will not get external confirmation from the government.

l Ensure that the amounts used in the calculation of Working Capital and capital expenditure as at the Completion Date is computed in accordance with the relevant accounting policies of the Transferor Company and are also in compliance with the requirements of Indian GAAP, to the extent applicable.

The Independent Auditor shall prepare and deliver its opinion within 45 (forty five) days from the Completion Date. The Independent Auditor’s opinion shall be addressed to the Transferor Company with a copy to the Transferee Company.

71

Annexure B

72

73

74

75

76

77

78

Annexure C

79

80

81

Annexure D

82

Ref: NSE/LIST/93761 November 16, 2016

The Compliance Officer, Tata Chemicals Limited Bombay House, 24, Homi Mody Street, Fort, Mumbai 400001

Kind Attn.: Mr. Rajiv Chandan

Dear Sir, Sub: Observation letter for draft Scheme of Arrangement between Tata Chemicals Limited and Yara Fertilizers India Private Limited and their respective shareholders and creditors under sections 391 to 394 and other applicable provisions of the Companies Act, 1956 This has reference to draft Scheme of Arrangement between Tata Chemicals Limited and Yara Fertilizers India Private Limited and their respective shareholders and creditors under sections 391 to 394 and other applicable provisions of the Companies Act, 1956 filed by the Company vide its letter dated September 13, 2016.

Based on our letter reference no Ref: NSE/LIST/90140 submitted to SEBI and pursuant to SEBI Circular No. CIR/CFD/CDM/16/2015 dated November 30, 2015, SEBI has vide letter dated November 15, 2016, has given following comments on the draft Scheme of Arrangement: “a) The Company shall duly comply with various provisions of the Circulars.” Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of regulation 11 of SEBI (LODR) Regulation, 2015, we hereby convey our “No-objection” in terms of regulation 94 of SEBI (LODR) Regulation, 2015, so as to enable the Company to file the draft scheme with the Hon’ble High Court. However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines / Regulations issued by statutory authorities. The validity of this “Observation Letter” shall be six months from November 16, 2016, within which the Scheme shall be submitted to the Hon’ble High Court. Further pursuant to the above cited SEBI circulars upon sanction of the Scheme by the Hon’ble High Court, you shall submit to NSE the following:

1.

Annexure E

83

a. Copy of Scheme as approved by the High Court; b. Result of voting by shareholders for approving the Scheme; c. Statement explaining changes, if any, and reasons for such changes carried out in the Approved

Scheme vis-à-vis the Draft Scheme d. Status of compliance with the Observation Letter/s of the stock exchanges e. The application seeking exemption from Rule 19(2)(b) of SCRR, 1957, wherever applicable; and f. Complaints Report as per SEBI Circular No. CIR/CFD/CDM/16/2015 dated November 30, 2015.

Yours faithfully, For National Stock Exchange of India Limited Kautuk Upadhyay Manager P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL http://www.nseindia.com/corporates/content/further_issues.htm 2. ______________________________________________________________________________________________

Continuation Sheet

84

Annexure F

85

86

Annexure G

87

Annexure H

Unaudited Provisional Financial Statements of the Applicant Company as on December 31, 2016

88

89

90

91

92

93

94

95

96

97

98

99

Annexure I

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF THE TRANSFEROR COMPANY

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF TATA CHEMICALS LIMITED AT ITS MEETING HELD ON WEDNESDAY THE 29TH DAY OF MARCH, 2017 AT BOMBAY HOUSE, HOMI MODY STREET, FORT, MUMBAI 400001 EXPLAINING THE EFFECT OF THE SCHEME OF ARRANGEMENT ON SHAREHOLDERS, PROMOTER AND NON-PROMOTER SHAREHOLDERS AND KEY MANAGERIAL PERSONNEL

1. Background

1.1 The proposed Scheme of Arrangement between Tata Chemicals Limited (“TCL” or the “Transferor Company” or “Company”) and Yara Fertilisers India Private Limited (the “Transferee Company” or “YFIPL”) and their respective shareholders and creditors (the “Scheme") was approved by the Board of Directors of the Company (the “Board”) vide resolution dated 10th day of August, 2016. Subsequent to the said date, provisions of Section 230 to 232 of the Companies Act, 2013 (the “Act”), inter alia, governing schemes of arrangement between companies has become operative with effect from the 15th day of December, 2016. The provisions of Section 232(2)(c) of the Act requires the directors to adopt a report explaining (i) the effect of the arrangement under the Scheme on each class of shareholders, promoter and non-promoter shareholders and key managerial personnel; and (ii) laying out in particular the share exchange ratio, specifying any special valuation difficulties. The said report is required for the meeting of the equity shareholders ordered by the Hon’ble National Company Law of Tribunal, Mumbai Bench (“NCLT”) vide its order dated March 1, 2017. The Board noted that the Scheme does not contemplate any allotment of shares of the Company or the Transferee Company.

1.2 This report of the Board is accordingly being made in pursuance to the requirements of Section 232(2)(c) of the Act.

1.3 The following documents were placed before the Board:

1.3.1 Draft Scheme as recommended by the Committee of Directors and the Audit Committee of the Company duly initialled by the Company Secretary for the purpose of identification;

1.3.2 Valuation Report dated August 10, 2016 of SSPA & Co., Chartered Accountants, Independent Chartered Accountants describing the methodology adopted by them in arriving at the valuation of the Divestment Business of the Company (“Valuation Report");

1.3.3 Fairness Opinion dated August 10, 2016 prepared by Kotak Mahindra Capital Company Limited, an Independent Category-I Merchant Banker, providing the Fairness Opinion on the valuation of the Divestment Business of the Company ("Fairness Opinion") as recommended by SSPA & Co., Chartered Accountants; and

1.3.4 Report of the Audit Committee of the Board of Directors dated August 10, 2016.

2. Effect of the Scheme of Arrangement on equity shareholders (promoter and non-promoter shareholders) of TCL:

2.1 Under the Scheme, an arrangement is sought to be entered into between the Company and its equity shareholders (promoter shareholders and non-promoter shareholders) as the Divestment Business of the Company shall stand transferred to and vested in the Transferee Company.

2.2 Further, upon the effectiveness of the Scheme, i.e. transfer and vesting of the Divestment Business of the Company on a going concern basis, the Transferee Company will pay a cash consideration to the Company in accordance with Clause 9.1 of the Scheme amounting to INR 26,696,160,000 plus/minus the Working Capital Adjustment and Capex Adjustment, as applicable, determined in accordance with table A and table B respectively of Schedule 7 of the Scheme.

2.3 The Scheme contemplates the acquisition of the Divestment Business of the Company on a slump sale basis. As there is no issue of shares of the Company pursuant to the Scheme, there would be no change in

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the pre and post scheme shareholding pattern and capital structure of the Company solely pursuant to the Scheme coming into effect.

2.4 As far as the equity shareholders are concerned (promoter shareholders as well as non-promoter shareholders), there will be no dilution in their shareholding in the Company.

3. Effect of the Scheme of Arrangement on Directors and Key Managerial Personnel of TCL:

3.1 The Scheme is not expected to have any effect on the Directors and Key Managerial Personnel of the Company. Further, no change in the Board of Directors of the Company is envisaged on account of the Scheme.

3.2 The directors holding shares of the Company do not have any other interest in the Scheme otherwise than that as shareholders in general. Further, none of the Key Managerial Personnel and relatives of the Directors of the Company is concerned or interested, financial or otherwise in the proposed Scheme. Save as aforesaid, none of the Directors of the Company have any material interest in the proposed Scheme.

3.3 The individual shareholding, of each of the said Directors, the Key Managerial Personnel and their respective relatives, is less than 2% of the paid up share capital of the Company. The shareholding of the present Directors of the Company, either individually or jointly as a first holder or as a nominee, in the Company and the Transferee Company is as under:

Sr. No.

Name of the Directors of TCL No. of Equity Shares held in

TCL YFIPL

1. Mr. Nasser Munjee 0 0

2. Dr. Y. S. P. Thorat 0 0

3. Ms. Vibha Paul Rishi 0 0

4. Mr. Bhaskar Bhat 0 0

5. Mr. S Padmanabhan 0 0

6. Mr. R. Mukundan 500 0

3.4 As on date, the Company is not related to the Transferee Company and the companies have no common directors or promoters.

4. Valuation:

4.1 SSPA & Co., Independent Chartered Accountants have undertaken the valuation of the Divestment Business of the Company and have recommended the fair value of the Divestment Business vide their valuation report dated August 10, 2016. The total lump sum consideration payable by the Transferee Company to the Company for the purchase of the Divestment Business has been arrived at on the basis of the fair valuation of the Divestment Business of the Company based on the various methodologies/ approaches explained in the valuation report and various qualitative factors relevant to the company and the business dynamics and growth potentials of the business, having regard to information base, key underlying assumptions and limitations. Based on the relevant factors and circumstances as outlined in the valuation report, SSPA & Co. have determined the fair value of the Divestment Business at ` 2,410 crores.

4.2 No special valuation difficulties were reported.

By Order of the Board

R. MukundanManaging DirectorDIN - 00778253

Date and Place: 29th day of March, 2017 at Mumbai

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Corporate Identity No. (CIN): L24239MH1939PLC002893 Registered Office: Bombay House, 24 Homi Mody Street, Fort, Mumbai 400001

Tel No.: +91 22 6665 8282 Fax No.: +91 22 6665 8144 Email: investors@tatachemicals.com Website: www.tatachemicals.com

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,BENCH AT MUMBAI

COMPANY SCHEME APPLICATION NO. 186 OF 2017

In the matter of the Companies Act, 2013;

And

In the matter of Application under Sections 230-232 read with other relevant provisions of the Companies Act, 2013;

And

In the matter of Scheme of Arrangement between Tata Chemicals Limited (“Applicant Company” or “Transferor Company” or “Company”) and Yara Fertilisers India Private Limited (“Transferee Company”) and their respective shareholders and creditors.

Tata Chemicals Limited [CIN: L24239MH1939PLC002893], a company incorporated under the Indian Companies Act, 1913 having its registered office at Bombay House, 24 Homi Mody Street, Fort,) Mumbai 400001

) ) ) )

… Applicant Company

PROXY FORM

Name of the member(s)

Registered Address

Email ID

Folio No./Client ID DP ID

I/We, being the Member(s) of ____________________________________________ share(s) of Tata Chemicals Limited, hereby appoint :

1. Name: Email Id:

Address:

Signature: Or failing him/her;

2. Name: Email Id:

Address:

Signature: Or failing him/her;

3. Name: Email Id:

Address:

Signature:

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as my/our Proxy to attend and vote (on a Poll) for me/us and on my/our behalf at the meeting of the Equity Shareholders, convened pursuant to the direction of the Hon’ble National Company Law Tribunal, Mumbai Bench to be held on Monday, May 8, 2017 at 3.00 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine lines, Mumbai 400 020, for the purpose of considering and approving the Scheme of Arrangement as detailed in the Notice of the Meeting and at any adjournment or adjournments thereof and to vote, for me/us and in my/our name(s) ........................................................................... (here, if for, insert ‘FOR’, or if against, insert ‘AGAINST’) arrangement embodied in the said Scheme as my/our proxy.

Signed this day of 2017

Signature of the member Signature of Proxyholder(s)

Notes:1. This Form in order to be effective should be duly completed and deposited at the Registered Office of the Company at

Bombay House, 24, Homi Mody Street, Fort, Mumbai 400 001, not later than 48 hours before the commencement of the Meeting.

2. A Proxy need not be a member of the Company.

3. For the Resolution, Explanatory Statement and Notes, please refer to the Notice of the Meeting of the Equity Shareholders of the Company.

Affix 1/-

Revenue Stamp

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Corporate Identity No. (CIN): L24239MH1939PLC002893 Registered Office: Bombay House, 24 Homi Mody Street, Fort, Mumbai 400001

Tel No.: +91 22 6665 8282 Fax No.: +91 22 6665 8144 Email: investors@tatachemicals.com Website: www.tatachemicals.com

ATTENDANCE SLIP

MEETING CONVENED PURSUANT TO THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL OF THE EQUITY SHAREHOLDERS ON MONDAY, MAY 8, 2017

at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020

Folio No. : DP ID : Client ID :

I/ We hereby record my/our presence at the Meeting of the Equity Shareholders of the Company, convened pursuant to an Order dated March 1, 2017 of the Hon’ble National Company Law Tribunal, Mumbai Bench at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020, on Monday, May 8, 2017 at 3.00 p.m.

Name & Address of the Equity Shareholder : ______________________________________________

Folio No/ DP ID/ Client ID No. : _____________________________________________

No. of Shares held : _____________________________________________

Name of Proxy Holders/

Authorised Representative : _____________________________________________

Signatures : _____________________________________________

Notes:

1. Only Member/Proxy holder can attend the Meeting.

2. Please complete the Folio No. /DP ID No., Client ID No. and name of the Member/Proxy holder, sign this Attendance Slip and hand it over, duly signed, at the entrance of the Meeting Hall.

3. A Member/Proxy holder attending the meeting should bring copy of the Notice for reference at the meeting.

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